Kerry Co-op has confirmed that Martin Crowe, a dairy farmer based in Co. Limerick, has been appointed to the board of co-op.
Crowe was elected on Monday night (December 9) to replace Seamus Crawford in east Limerick.
Crawford recently resigned from the Kerry Co-op board over his opposition to the proposed €500 million purchase of Kerry Group’s dairy division, Kerry Dairy Ireland.
He told a meeting organised by the Munster Dairy Producer Organisation (MDPO) this week that he believes Kerry Dairy Ireland is being overvalued at €500 million, adding that Kerry Co-op is the “only customer for this business”.
Board
As part of the proposed deal, there would be a new board structure in place for Kerry Dairy Ireland, including seven co-op representatives.
The 19 Kerry Co-op directors were given until Monday to put their names forward to be considered for those positions by way of an external interview.
Agriland understands that there has been a high level of interest among the Kerry Co-op board for the new positions.
As Martin Crowe’s election took place on Monday night, he missed the deadline to apply for a position on the new board.
Vote
If the proposed deal is approved by shareholders, Kerry Co-op would initially take a 70% stake in Kerry Dairy Ireland (€350 million), with Kerry Group retaining a 30% interest.
The co-op would have a call option to acquire the final 30% stake (€150 million) in Kerry Dairy Ireland at any time until mid-2030. The full transfer of the business to Kerry Co-op must be completed by 2035.
Kerry Co-op currently holds just over 19 million (11%) of the shares in Kerry Group, worth around €1.7 million.
The proposal would see 85% of those shares spun out through a share exchange programme to the 11,906 Kerry co-op members, valued at around €1.4 billion.
The remaining 15%, worth around €250 million, would be used by Kerry Co-op towards the cost of acquiring an initial 70% stake in Kerry Dairy Ireland.
The balance would be made up of €56 million in loans from banks (two Irish and two international) and a loan of around €43 million from Kerry Group.
The final 30% would be financed through a 1c/L milk supplier contribution over six years, retained earnings of €20 million and €80 million of refinanced third party debt.
The proposal will be subject to approval by Kerry Co-op A and B shareholders at a Special General Meeting (SGM) to be held at the Gleneagle INEC Arena, Killarney, Co. Kerry at 12:00p.m on Monday, December 16, 2024.
There are currently 2,604 A shareholders (milk suppliers) with 47% of the voting rights and 2,973 B shareholders (former milk suppliers) with 53% of the voting rights in Kerry Co-op.
There are 6,329 C shareholders with a 36.9% ownership of Kerry Co-op, but who have no voting rights.
The proposed transaction will only proceed if approved by the required majority (66%) of the co-op’s A and B shareholders who are present at the SGM; there will be no postal vote.