SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER
1. Date of Report (Date of earliest event reported) Nov 25, 20212. SEC Identification Number 91703. BIR Tax Identification No. 0004000160004. Exact name of issuer as specified in its charter UNIVERSAL ROBINA CORPORATION5. Province, country or other jurisdiction of incorporation Philippines6. Industry Classification Code(SEC Use Only) 7. Address of principal office 8th Floor, Tera Tower, Bridgetowne, E. Rodriguez, Jr. Avenue (C5 Road), Ugong Norte,Quezon City, Metro ManilaPostal Code11108. Issuer's telephone number, including area code (632) 86337631 to 409. Former name or former address, if changed since last report N/A10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class
Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common
2,201,641,868
11. Indicate the item numbers reported herein 9
The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.
Universal Robina CorporationURC
PSE Disclosure Form 5-1 - Substantial Acquisitions References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 and/or Section 5 of the Revised Disclosure Rules
Subject of the Disclosure
URC Snack Foods (Malaysia) Sdn. Bhd. ("URC MY"), a subsidiary of Universal Robina Corporation ("URC"), entered into an agreement to acquire 100% equity interest in Crunchy Foods Sdn. Bhd. ("CFSB") from Crunchy Limited. Crunchy Limited is an investment holding company directly and indirectly controlled by funds managed by CVC Capital Partners.
Background/Description of the Disclosure
On 25 November 2021, URC Snack Foods (Malaysia) Sdn. Bhd. ("URC MY"), a subsidiary of Universal Robina Corporation ("URC"), signed an agreement to acquire from Crunchy Limited 100% of Crunchy Foods Sdn. Bhd. which fully owns Munchy Food Industries Sdn Bhd ("MFI") and its subsidiary Munchworld Marketing Sdn Bhd. ("MWM"). The aggregate consideration for the proposed acquisition is approximately RM1.925 billion (or approximately 22.9 billion Php equivalent) on a cash-free and debt-free basis. The final purchase consideration will be determined post-completion, subject to adjustment mechanisms for cash and debt levels by completion. The Boards of Directors of URC MY and Crunchy Limited approved the transaction on 24 November 2021. The said transaction does not need board approval of URC.
Date of Approval by Board of Directors
Nov 24, 2021
Date of Approval by Stockholders
N/A
Other Relevant Regulatory Agency, if applicable
N/A
Date of Approval by Relevant Regulatory Agency
N/A
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
The transaction will allow URC to become a market leader in Malaysia in the biscuit segment, which is consistent with URC's overall purpose. CFSB is also expected to enjoy some synergy in Malaysia with the local affiliate of URC, URC MY.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any
1. Share Sale Agreement for RM1.925 billion
2. Completion upon fulfillment of customary closing conditions
3. There are no regulatory approvals required for the transaction.
4. The Share Purchase Agreement was signed on 25 November 2021. Closing date for the transaction is on 15 December 2021.
5. No other agreements have been executed.
Identities of the parties to the transaction
Name
Nature of Business
Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
URC Snack Foods (Malaysia) Sdn Bhd
Manufacture and Sale of Snack and Edible Food
URC directly owns 92% of URC Snack Foods (Malaysia) Sdn Bhd
Crunchy Foods Sdn. Bhd.
Manufacture and Sale of Snack and Edible Food
No relationship
Crunchy Limited
Investment Holding Company
No relationship
Terms and conditions of the transaction
The nature and amount of consideration (e.g. price per share, the aggregate amount)
The aggregate consideration for the acquisition is approximately RM1.925 billion (or approximately 22.9 billion Php equivalent) on a cash-free and debt-free basis. Selling price per share is approximately RM2.81.
Basis upon which the amount of consideration or value of the transaction was determined
URC MY conducted an internal due diligence process and commissioned third party advisers to analyse the target company on a strategic, operational, legal and financial basis.
Purchase price has been assessed through Discounted Cash Flow method against internal hurdles required to achieve acceptable financial performance. The valuation considered the company's post-COVID EBITDA generation capability and its synergies with URC.
The number of shares to be acquired
684,964,000
Ratio/percentage to total outstanding capital stock
100
Terms of payment
The consideration amounting to approximately RM1.925 billion (or approximately 22.9 billion Php equivalent) will be paid upon completion in one payment. The final amount of consideration will be determined post completion, subject to cash and debt levels at the time of completion.
Conditions precedent to closing of the transaction, if any
1. Conversion of all 683,964 preference shares to ordinary shares, such that upon completion, URC MY will acquire a total number of 684,964,000 ordinary shares. The conversion will allow URC MY to purchase all ordinary shares for a smoother transaction, with only one class of shares.
2. Fulfillment of customary closing conditions (i.e., absence of any law, rule or regulation in Malaysia prohibiting completion, and payment of purchase price on closing date).
Description of the company subject of the transaction
Nature and business
CFSB is in the business of investment holding and the manufacturing, distribution, sales and marketing of biscuits, confectionary and related food products. It was incorporated on April 25, 2018 as an investment holding company. It is the 100% owner of Munchy Food Industries Sdn Bhd and Munchworld Marketing Sdn Bhd, which are manufacturers of snacks and edible food in Malaysia.
Discussion of major projects and investments
No expected capex investment to be made yet until recoveries from COVID can be assessed.
List of subsidiaries and affiliates, with percentage holdings
Effect(s)/impact on the business, financial condition and operations of the Issuer
As a result of the transaction, URC shall be able to scale up its existing business in Malaysia and further increase its presence across the ASEAN region, while also improving overall profitability.
Other Relevant Information
The Board of Directors of URC MY approved the transaction on 24 November 2021.
The Board of Directors of Crunchy Limited approved the transaction on 24 November 2021.
Crunchy Limited is an investment holding company directly and indirectly controlled by funds managed by CVC Capital Partners.
Filed on behalf by:
Name
Maria Celia Fernandez-Estavillo
Designation
Corporate Secretary
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Disclaimer
Universal Robina Corporation published this content on 26 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 November 2021 04:19:09 UTC.
Universal Robina Corporation is a Philippines-based food product company. The Company is involved in a range of food-related businesses, including the manufacture and distribution of branded consumer foods, production of hogs and poultry, manufacture of animal feeds and veterinary products, flour milling, and sugar milling and refining. It has also ventured into the renewables business for sustainability through its Distillery and Cogeneration divisions. The Company operates through two segments: branded consumer foods (BCF), and agro-industrial and commodity (AIC). BCF segment manufactures and distributes a diverse mix of salty snacks, chocolates, candies, biscuits, packaged cakes, beverages and instant noodles. The manufacturing, distribution, sales, and marketing activities of BCF segment are carried out mainly through the Companyâs branded consumer foods division. AIC segment operates three divisions: agro-industrial group (AIG), flour, and sugar and renewable (SURE).
UNIVERSAL ROBINA CORPORATION 
