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ICI Pakistan to partially divest share capital of NutriCo Morinaga for $45.08mn

  • Says it would continue to hold approximately 24.5% of the issued and paid up share capital of the subsidiary
Published August 10, 2022
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The Board of Directors of ICI Pakistan Limited has authorised a partial divestment of approximately 26.5% of the issued and paid-up share capital of its subsidiary NutriCo Morinaga (Private) Limited (NMPL) to Morinaga Milk Industry Co. Ltd, a Japanese dairy giant, at an aggregate sale price of $45.08 million, which translates into approximately $2.07 per share.

In a notice sent to the Pakistan Stock Exchange (PSX) on Wednesday, ICI Pakistan said that it would continue to hold approximately 24.5% of the issued and paid up share capital of NMPL, a subsidiary of ICI Pakistan, upon completion of the transaction.

“The approval is subject to, inter alia, obtaining the requisite approval of the shareholders of the Company pursuant to section 183(3) (b) of the Companies Act, 2017, and all necessary regulatory and other approvals required,” read the notice.

Last month, Japanese dairy giant Morinaga Milk Industry sent a conditional offer to ICI Pakistan to acquire an aggregate of approximately 33.3% of the issued and paid-up share capital of NMPL from NMPL's existing shareholders including that of ICI Pakistan.

The acquisition was set at an aggregate price of $56.6 million which translates to approximately $2.07/- per share, ICI Pakistan had said then.

NMPL is a joint venture between ICI Pakistan, Morinaga Milk and Unibrands (Private) Limited to locally manufacture and distribute nutritional formula products, and was recently merged with NutriCo Pakistan (Private) Limited, which was involved in the import and distribution of select products of Morinaga Milk.

Moreover, Moringa Milk Industry, in its filing to the Tokyo Stock Exchange last month, said that the company has been exporting infant and toddler milk to Pakistan since 1978 and sees the South Asian country as an attractive market, boasting the fifth-largest population in the world, with continuing population growth forecast.

“Moreover, the Morinaga Milk Industry brand has gained broad recognition in Pakistan over many years through the export business, giving the Company a high chance of achieving further rapid growth in the Pakistan market.

“By acquiring management control over NutriCo Morinaga ... the company considers that it will be able to capture growth opportunities, leading to the further development of the Morinaga Milk Industry brand infant and toddler milk business in Pakistan and contributing to the growth and health of the consumers of the Company products,” it said.

Back in 2020, NutriCo Morinaga (Private) Limited commenced commercial operations of growing-up formula products at its manufacturing facility in Sheikhupura, Punjab.

At a cost of Rs5.5 billion, the manufacturing facility was the first asset investment by a global Japanese dairy and food company in Pakistan.

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