Nolet Group and Lucas Bols reach €269.5 million deal

Ketel One Vodka owner Nolet Group and historic Amsterdam-based distillery Lucas Bols have reached a deal that they claim will create a “Dutch champion in the global spirits and cocktail market”.

In a joint press release, the two Dutch businesses revealed their ambition to grow Lucas Bols, which oversees brands including Bols, Galliano and Passoã.

Nolet Group has been a shareholder of Lucas Bols since its listing on Euronext in 2015, and already holds 29.9% of its shares. At present, the CEO, CFO and chairman of the supervisory board of Lucas Bols, currently hold 5.4% of the shares in aggregate.

Through its affiliate HollandsGlorie B.V., Nolet and the distillery, which was (according to some claims) founded in 1575, have agreed to a public offer on all issued and outstanding shares in the capital of Lucas Bols of €18 (cum dividend) in cash per share, representing a total value of approximately €269.5 million.

The consideration represents a premium of 76% to Lucas Bols’ closing share price on 6 October 2023, 73% premium to the three-month, and 72% premium to the six-month volume weighted average closing share price prior to the announcement of the deal.

The release also mentioned that both parties believe “the sustainable and long-term success of The Lucas Bols Company will be enhanced under private ownership and acknowledge the importance of acquiring 100% of the shares and achieving a delisting in order to execute Lucas Bols’ long-term strategy”. It revealed that if after the settlement Nolet Group held at least 95% “the offeror shall commence statutory buy-out proceedings to obtain 100% of the shares,” if the group holds 84-94.9%, a “post-closing restructuring measure” will be executed, which might involve a “post-closing merger” or “post-closing asset sale”.

René Hooft Graafland, Lucas Bols’ chair of the supervisory board, said: “Since its listing in 2015, Nolet has been very supportive of Lucas Bols’ development. Because Nolet is a solid partner with a long-term vision for the Company that fully supports our strategy, this transaction creates a stable foundation for the future. At the same time, it provides our shareholders the opportunity to monetise their current investment and realise immediate, attractive and certain value for their shares, reflecting Lucas Bols’ potential at a fair price and a significant premium. Together with our financial and legal advisors we have carefully evaluated the Offer and run a diligent process, including the consideration of alternative strategic options and a broad set of financial and non-financial criteria. We believe the Offer is beneficial to The Lucas Bols Company and all its stakeholders and therefore the supervisory board unanimously supports the offer.”

Nolet Group chair Carel Nolet added: “As a family, we are extremely pleased to bring two of the most successful Dutch distilleries together. By combining forces, we are jointly continuing our rich history and thereby preserving valuable heritage under one Dutch flag for the long term. Nolet and Lucas Bols complement each other well in terms of markets, brands, innovation and marketing.”

“For us, the combination with Lucas Bols is a valuable expansion with a strong portfolio of well-known brands. Lucas Bols is an industry-leading company we know very well. We have been a large shareholder since its listing in 2015 and have been supporting the leadership in delivering their strategy ever since,” Nolet continued.

Lucas Bols will be brought into the Nolet Group as a separate company, retaining its identity, brands and current CEO and CFO leadership.