Freshfields has advised Engro Corporation Limited and Engro Foods Limited on Engro’s disposal of a majority stake in Engro Foods to Royal FrieslandCampina N.V., for approximately €420 million

Freshfields Bruckhaus Deringer LLP (‘Freshfields’) has advised Engro Corporation Limited (‘Engro’) and Engro Foods Limited (‘Engro Foods’) on Engro’s disposal of a majority stake in Engro Foods to Royal FrieslandCampina N.V. (‘FrieslandCampina’), for approximately €420 million.

The transaction values Engro Foods at PKR 96.6 billion (approximately €830 million) and is the largest private sector investment in Pakistan.  At closing of the transaction, FrieslandCampina, in partnership with the World Bank Group’s International Finance Corporation and the Dutch Development Bank, FMO, will acquire 51 per cent of the entire issued share capital in Engro Foods.  The transaction is structured as a direct acquisition under a sale and purchase agreement between Engro Corporation and FrieslandCampina, and a mandatory tender offer for at least 50 per cent of the remaining shares of Engro Foods from public shareholders on the Pakistani stock exchange.   Engro Corporation will continue to remain a shareholder and partner in Engro Foods.  The acquisition is subject to regulatory approval from competition and other relevant authorities.

A publicly listed Pakistani corporation, Engro’s operations include the production of chemicals, fertilizers, energy, petrochemicals and food. Engro Foods was established in 2006 and has since built a leading position in the Pakistani overall UHT milk segment.  It employs about 1,600 people and has annual revenues of approximately € 450 million.  The buyer, FrieslandCampina, is one of the world’s largest dairy companies, with about 19,000 member farmers, and annual revenues of more than € 11 billion.  Some of its best known brands include Friso, Dutch Lady and Rainbow.

The Freshfields team was led by corporate partner Ashar Qureshi and senior associate Xin-Yi Wicker.  Tax advice was provided by tax partners Murray Clayson and Peter Clements and associate Calum Young.