Total Produce to combine with Dole and shift listing to US

European fresh produce company Total Produce, US-based fresh fruits and vegetable firm Dole Food Company (Dole) and affiliates of Castle & Cooke (C&C) have entered a binding transaction agreement to combine under a new US-listed company, Dole plc.

C&C shareholders hold a 55% interest in Dole Holdings, which is the parent company of Dole.

According to the agreement, Total Produce shareholders will receive 82.5% of Dole plc while C&C shareholders will receive 17.5% of shares in the new business entity.

In a statement, Total Produce said: “The transaction will simplify the existing structure between the two companies by unifying Dole and Total Produce under common ownership, with the objective of enabling full operational integration, the realisation of synergies and value creation across the enlarged business.”

With regard to the transaction, Dole plc is planning to raise a primary equity capital between $500m and $700m to bolster and de-lever the combined balance sheet.

Completion of the deal is subject to the approval of Total Produce shareholders, as well as regulatory approvals, market conditions and customary conditions.

Upon completion of the deal, Total Produce will cease its listings on Euronext Dublin and the London Stock Exchange (LSE).

The deal will see Dole becoming one of the biggest fresh produce companies in the global market with an estimated combined 2020 revenues of $9.7bn, adjusted EBITDA of nearly $379m and total assets of $4.5bn.

Dole plc will operate under the Dole brand and be incorporated in Ireland, with its global headquarters to be situated in Dublin. Its headquarters for the Americas will be located in Charlotte, North Carolina.

Total Produce and Dole management teams will continue to operate the combined business.

Total Produce chairman Carl McCann said: “I am delighted with this Transaction, which combines two highly complementary premium businesses to create the global leader in fresh produce. I am confident the combined business will open new avenues of value creation for shareholders and pursue innovation in healthy nutrition for our customers worldwide.

“Our intention to list the new company in the United States marks an exciting next step for Dole plc. The combined company will become the largest global player with over 170 years of history in fresh produce in both companies, a highly diversified portfolio, resilient earnings and a strong balance sheet that positions us well for accelerated growth.

“We look forward to beginning this next chapter and providing increased opportunity for our shareholders, dedicated employees, customers, suppliers and partners.”