Nomad Foods Announces Preliminary Results of Tender Offer

FELTHAM, England—Nomad Foods Limited, announced today the preliminary results of its “modified Dutch auction” tender offer for up to $500 million of its ordinary shares which expired at 5:00 pm, New York City time, on September 9, 2020.

Based on the preliminary count by the depositary for the tender offer, a total of 18,938,159 ordinary shares were validly tendered and not validly withdrawn at or below the price of $25.50 per share, including 7,921,070 shares that were tendered through notice of guaranteed delivery.

In accordance with the terms and conditions of the tender offer and based on the preliminary count by the depositary, the Company expects to repurchase a total of 18,938,159 ordinary shares through the tender offer at a price of $25.50 per share, for a total cost of $482,923,055, excluding fees and expenses. The total of 18,938,159 shares that the Company expects to accept for repurchase represents approximately 9.6% of the Company’s total outstanding ordinary shares as of September 8, 2020.

The number of shares expected to be purchased in the tender offer and the purchase price per share are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the depositary and is based on the assumption that all shares tendered through notice of guaranteed delivery will be delivered within the required two business day period. The final number of shares to be purchased in the tender offer and the final purchase price per share will be announced following the expiration of the guaranteed delivery period and the completion by the depositary of the confirmation process. Payment for the shares accepted for purchase pursuant to the tender offer, and the return of all other shares tendered and not purchased, will occur promptly following the completion of the confirmation process. The Company expects to fund the purchase of shares in the tender offer, together with all related fees and expenses, with cash and cash equivalents.

The dealer manager for the tender offer is Credit Suisse Securities (USA) LLC. Georgeson LLC is serving as information agent for the tender offer and Computershare is serving as the depositary for the tender offer.

Nomad Foods Contacts
Investor Relations Contacts
Taposh Bari, CFA
Nomad Foods Limited

John Mills
ICR, Partner

Media Contact
Felipe Ucros
Gladstone Place Partners

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