Slaughter and May is advising Greencore on its recommended acquisition of Bakkavor

Slaughter and May is advising Greencore Group plc (“Greencore”) on its recommended cash and share offer for the entire issued and to be issued share capital of Bakkavor Group plc (“Bakkavor”), to be effected by means of a court-sanctioned scheme of arrangement. Greencore is a leading manufacturer of convenience foods in the UK and Bakkavor is a leading provider of fresh prepared food in the UK. The transaction is expected to bring together Greencore’s “food for now” expertise with Bakkavor’s “food for later” portfolios, which are highly complementary and expected to create a business with a combined revenue of c.£4 billion. 
 
Under the terms of the offer, Bakkavor shareholders will be entitled to receive, in respect of each Bakkavor share held by them: 0.604 Greencore shares, 85 pence in cash, one contingent value right in respect of certain proceeds of a sale of Bakkavor’s US business in a certain timeframe and certain dividends prior to completion. The offer values Bakkavor at approximately £1.2 billion and represents a premium of approximately 32.5% to Bakkavor’s closing price prior to the start of the offer period and a premium of approximately 36.6% on a 6-month VWAP basis. On completion of the transaction, Greencore shareholders are expected to own c.56% of the combined group and Bakkavor shareholders, c.44%. The transaction is expected to complete in early 2026, subject to regulatory and shareholder approvals. 
 
Slaughter and May is working closely with Greencore’s in-house Group legal team, led by Damien Moynagh (General Counsel and Group Company Secretary). 

Arthur Cox is advising on Irish law (Stephen Ranalow, Cian McCourt) and Cravath, Swaine & Moore on US law (Philip Boeckman).