Total Produce to combine with Dole Food Company

This announcement contains inside information for the purposes of article 7 of the Market Abuse Regulation (EU) 596/2014.

Transaction Highlights:

• Total Produce plc (“Total Produce”), Europe’s leading fresh produce company, Dole Food Company, Inc. (“Dole”), and affiliates of Castle & Cooke, Inc. (the “C&C shareholders”), which own a 55% interest in Dole’s parent company (“Dole Holdings”) (together, the “Parties”), are pleased to announce that they have entered into a binding transaction agreement (the “Agreement”) to combine under a newly created, U.S. listed company (“Dole plc”) (the “Transaction”).
• The Transaction will simplify the existing structure between the two companies by unifying Dole and Total Produce under common ownership, with the objective of enabling full operational integration, realisation of synergies and value creation across the enlarged business.
• Under the terms of the Agreement, Total Produce shareholders will receive 82.5% of Dole plc shares and the C&C shareholders will receive 17.5% of Dole plc shares, in each case based on the fully diluted outstanding shares immediately prior to the completion of the Transaction.
• Dole plc will be the global #1 in fresh produce with estimated combined 2020 revenue of approximately US$9.7 billion, Adjusted EBITDA of approximately US$379 million and total assets of approximately US$4.5 billion¹.
• Dole plc will be well positioned to deliver attractive long-term growth and utilise its increased size and network to drive market penetration and cross-selling. Dole plc will benefit from the strength of the Dole brand to further expand its product offering and pursue synergistic M&A in a fragmented and structurally growing industry.
• Dole plc will have a balanced geographic presence with an extensive and diversified product portfolio, enhancing the overall financial resilience of the business.
• Per the Agreement, Dole plc’s completion of an initial public offering and a listing on a major U.S. stock exchange is a condition for completion of the Transaction (the “IPO”). In connection with the Transaction, Dole plc intends to target raising US$500 to US$700 million in primary equity capital to strengthen and de-lever the combined balance sheet. Upon completion of the U.S. listing of Dole plc, Total Produce will cease to be listed on Euronext Dublin and the London Stock Exchange.
• Supported by the delivery of synergies and improved trading characteristics in the U.S. public market, successful completion of the Transaction is expected to create significant value equivalent to at least €2.15 per Total Produce share (a +46% increase on yesterday’s closing share price²) based on achieving the minimum agreed valuation of US$215 million (as a condition set forth in the Agreement) for the 17.5% stake in Dole plc owned by the C&C shareholders on a fully diluted basis immediately prior to completion of the Transaction³.
• Dole plc, operating under the Dole brand, will be incorporated in Ireland, with its Global Headquarters in Dublin, Ireland. Its headquarters for the Americas will be in Charlotte, North Carolina.
• The highly regarded management teams of Total Produce and Dole, with combined experience of over 150 years in the fresh produce sector, will continue to operate the combined business.
• The Transaction is subject to approval by Total Produce shareholders, regulatory approvals, market conditions and customary conditions¹.

Commenting on today’s announcement, Carl McCann, Chairman of Total Produce, said:

“I am delighted with this Transaction, which combines two highly complementary premium businesses to create the global leader in fresh produce. I am confident the combined business will open new avenues of value creation for shareholders and pursue innovation in healthy nutrition for our customers worldwide.

“Our intention to list the new company in the United States marks an exciting next step for Dole plc. The combined company will become the largest global player with over 170 years of history in fresh produce in both companies, a highly diversified portfolio, resilient earnings and a strong balance sheet that positions us well for accelerated growth. We look forward to beginning this next chapter and providing increased opportunity for our shareholders, dedicated employees, customers, suppliers and partners.”

This summary should be read in conjunction with the full text of this Announcement.

¹ Preliminary, estimated combined financials calculated by adding estimated 2020 financial information for Total Produce (includes share of income from JVs and Associates) and estimated 2020 financial information for Dole, on the basis of U.S. GAAP management accounts. These figures are presented for illustrative purposes, are unaudited, are not prepared on a pro forma basis and do not reflect any pro forma adjustments. These figures are not indicative of what results would have been had the companies been operated as Dole plc. See sections ‘Financial Information on Dole plc’ and ‘Important Notice’ for further detail.
² Total Produce Euronext closing share price as of 16 February 2021.
³ See section ‘Significant Value Creation Potential’ for further detail on the calculation.