Navigator Paper UK Launches Public All-Cash Offer for Acquisition of Accrol Group

Accrol is a leading tissue converter and supplier of toilet tissues, kitchen rolls, facial tissues, and wet wipes to many discounters and grocery retailers across the UK.

March 22, 2024 - Navigator Paper UK Limited announced that it has launched a public all-cash firm offer to acquire the entire issued and to-be-issued share capital of Accrol Group Holdings plc, a tissue paper converter based in the United Kingdom (UK).

The offer is being implemented pursuant to a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act, Navigator Paper said.

Accrol is a leading tissue converter and supplier of toilet tissues, kitchen rolls, facial tissues, and wet wipes to many discounters and grocery retailers across the UK. Its brands include: Softy facial tissue, Elegance toilet tissue and wipes, Magnum kitchen roll, and Little Heroes baby wipes.

According to Navigator Paper UK, the Board of Directors of Accrol is recommending the offer, which is subject to the conditions and specific further terms set out in the corresponding announcement issued in accordance with Rule 2.7 of the UK City Code on Takeovers and Mergers, and to the full terms and conditions that will be set out in a subsequent document setting out the full terms and conditions of the proposed scheme of arrangement to implement the offer.

In the year ended 30 April 2023, Accrol posted revenues of GBP 242 million, adjusted EBITDA (as defined in Accrol's 2023 annual report) of GBP 15.6 million and Net Debt (pre-IFRS16 standard) of £26.8 million.

Navigator Paper UK is a wholly owned indirect subsidiary of The Navigator Company, an integrated producer of pulp, paper, tissue, packaging and biomass-based energy based in Portugal. In the financial year ended 31 December 2023 Navigator reported consolidated revenues of EUR 1,953 million and consolidated EBITDA of EUR 502 million.

The Navigator Company is ranked 7th worldwide in capacity of production of fine printing and writing paper (uncoated woodfree paper), processing more than 1.6 million tonnes of paper per year. In addition, Navigator is Europe's largest producer of Eucalyptus Pulp (BEKP), producing about 1.6 million tonnes per year and is the largest eucalyptus forest producer and manager in Portugal, with about 100,000 hectares of forest under management.

In regards to tissue production, The Navigator Company currently has a total production capacity of 165,000 tons per year of tissue and 180,000 tonnes per year of tissue converting capacity generating approximately EUR 293 million of annual revenue in 2023.

Navigator sees Accrol as a key pillar in its strategy of sustained expansion of its tissue business in the Western European market.

Navigator's strategy is one of long-term value creation:

• It will focus on building on Accrol's market position as a trusted reference player in the UK tissue private label market and supporting its growth across all its core product segments.
• It expects Accrol to benefit from Navigator's expertise and experience in operating similar tissue operations, helping to drive efficiency and productivity, as well as benefitting from Navigator's additional balance sheet capacity and access to capital, which provide the ability to support future growth.
• Combining Accrol's industrial sites, personnel, and client commercial relationships into the Navigator Group has the potential to enhance its performance for the benefit of customers, employees and stakeholders.

The proposed acquisition of Accrol would reinforce Navigator's market positioning in the Western European tissue market. Navigator anticipates that would result in a consolidated turnover of approximately GBP 500 million, with the UK market expected to contribute around 50 percent of Navigator's total tissue turnover.

The Navigator Company is an integrated producer of pulp, paper, tissue, sustainable packaging solutions, and bioenergy, along with managing significant eucalyptus forestlands.

SOURCE: The Navigator Company