The board of Nisa Retail Limited, the member-owned retail and wholesaling group, has unanimously recommended to its shareholders an offer of up to £137.5m from The Co-op Group.
The offer, if successful, would bring Nisa members access to the Co-op range - including the Co-op own label - while retaining their independence of operating their stores how they want, and enable them to remain part of a member-owned organisation. They will also have the opportunity to apply to become a Co-op franchise.
The Co-op Group’s offer to buy 100% of the shares in Nisa for up to £137.5m, plus the payment of associated deal costs of up to £5.5m, results in a total payment by the Co-op Group of up to £143m.
Nisa shareholders will receive an equal initial payment, a deferred share payment payable over three years, as well as additional rebates payable over four years.
Co-op would also take on the existing Nisa debt of £105m.
Teams from the Co-op and Nisa will attend regional events in the coming weeks to explain the offer to members and a vote of the membership will be held in early November.
Commenting, Peter Hartley, chairman of Nisa, said: “The board was unanimous in its decision to recommend the Co-op offer. While the business has made significant strides in recent years, we firmly believe that the combination with the Co-op is in the best interests of our members. The Co-op offers the right blend of buying capability, convenience expertise, and respect for the heritage of our business, to enable our members to fully thrive in this new partnership.”
Jo Whitfield, Food CEO of The Co-op, said: “This acquisition provides the opportunity to create an even greater and more compelling member-led presence within the UK convenience sector. We believe we have presented a compelling offer for Nisa members, with a future proposition that would bring them our award-winning own label products and wide range.
“Over the past three years, Co-op Food has been completely transformed through a convenience-led focus on delivering great value products for our members and creating real value for them and their communities.
“Co-op and Nisa have achieved so much on their own to support local communities, but together I believe we can go from strength to strength.
“If our offer is accepted by Nisa members and approved by the Competition and Markets Authority, we can deliver a win-win for two member-led, community-focused organisations, and in the process create a distinctive footprint within the growing UK convenience retail sector.
“We are looking forward to meeting Nisa members at the roadshow events in the coming weeks, listening to their views and answering their questions.”