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Irish Independent
12-05-2025
- Business
- Irish Independent
Tirlán pushes ahead with Glanbia share spin-out to members
The deal will see shares valued at €173m handed over to individual members, reducing the co-operative's collectively owned stake in Glanbia to 23.7pc – still by far the largest single holding in the agri-foods business. The spin-out was approved by co-op members at a special general meeting last October. While the move means co-op members will be free to cash out a share of their stake in Glanbia, the PLC's weakened share price means the distribution is worth around €56m less than when members approved the process last year. The co-op said it will mean a distribution of shares worth over €16,804 to an average active Tirlán co-op member – farmers who supply milk to the dairy – based on a Glanbia PLC closing share price of €11.51 last Friday. Over 11,000 Tirlán members will benefit from the spin-out of shares, the co-op said. Tirlán chairperson John Murphy said that the co-op board was pleased to be in a position to return value to members. 'It is important that we return value to our 11,000 farm family members, many of whom have invested in their farm businesses and have built our organisation into the world-class business that it is today. This latest distribution of value brings the total number of shares spun-out to over 63.5 million with a current value of over €731m,' he said. Under the terms of the spin-out, a Tirlán member with 1,000 shares in the co-op will receive 448 Glanbia shares, valued at €5,156 based on last Friday's closing share price – and they will retain 893 co-op shares as well. The value of the deal is well down on when it was first mooted last August. Based on the then valuation of the PLC, every 1,000 co-op shares would have been in line for €7,013 in Glanbia PLC shares, plus their new co-op allocation. The spin-out will reduce the former Glanbia co-op's stake in Glanbia PLC, although unless or until farmer-members actually sell their new shares the combined holding won't change. ADVERTISEMENT Learn more Tirlán members have approved potentially reducing the co-op's shareholding in Glanbia PLC further, to below 17pc. Glanbia shares have been among the worst-performing Irish stocks in recent months. The shares are down 35pc in the last 12 months and dropped to as low as €9.20 each at one point in April – almost half where they had traded in early 2024 That underperformance has prompted a call from a shareholder named Clearway Capital, an activist investor based in Frankfurt, for Glanbia to be split up, including lobbying Tirlán and its members. At Glanbia's annual general meeting (AGM) earlier this month, Clearway founding partner Gianluca Ferrari said the reasons for the relatively weak share price needed to be scrutinised. This was the price it had been at in 2013, and there was no gain since – despite a strong bull market. 'Over the past decade the shares have swung wildly,' he said. 'They've approached €20, only to fall back to €10 again. More than once. "Yet the underlying businesses, when taken separately, have always been worth more than what the share price at any given time would imply.'
Irish Times
12-05-2025
- Business
- Irish Times
Tírlan urged to seek expert advice on Glanbia holding
The board of dairy co-op Tírlan has been urged to seek expert advice on how it should dispose of its stake in Glanbia plc. The group, which owns the Avonmore and Kilmeaden brands, has lost up to €500 million on the value of its holding amid a slump in Glanbia's share price. It is currently in the process of spinning out 15 million Glanbia shares to members but at a greatly reduced value, an issue that has created tensions within the group. At a heated AGM this month, Tírlan shareholders repeatedly asked the board if it had sought outside advice on how best to divest of its holding in the Kilkenny-based nutritionals group, and what – as Glanbia's largest shareholder – it planned to do about the PLC's recent underperformance. READ MORE Glanbia shares have slumped in recent months on the back of a profit warning and questions about the strategic direction of the company. Activist investor Clearway Capital, which has a 1 per cent stake in Glanbia, has called for a strategic review of the company, with the goal of splitting it up, and has attempted to enlist support from Tírlan. 'The time has come to conduct a formal, board-led strategic review focused specifically on separating the businesses from one another,' Clearway's founder and chief executive Gianluca Ferrari said in a recent letter to Tírlan. A separation could be achieved through various means, including sales of its US dairy and global ingredients assets, or a spin-off its biggest division, Glanbia Performance Nutrition (GPN), which sells protein powders and shakes to gym-goers and dieters, to existing shareholders and a listing on a US exchange, he said. At Glanbia's AGM last month, Mr Ferrari said the 'sprawling corporate structure' was undervaluing the business and amplifying shocks. At the Tírlan AGM, one shareholder asked why it took an investor with barely 1 per cent of shares to raise questions about Glanbia's operation. In response to queries from The Irish Times, Tírlan, formerly Glanbia Ireland, declined to comment. Glanbia has linked its poor share performance and recent profit warning to a sudden and unexpected jump in the price of whey protein, its main input. The company has also signalled it planned to offload its ailing SlimFast brand, acquired in 2018 for $350 million, following a fall-off in sales. Chief executive Hugh McGuire insisted last month that 2024 was a strong year for the group but it had been hit by two notable headwinds: the high-than-expected price of whey protein and, more recently, US tariffs which he described as a 'massive distraction for the business'.
Agriland
24-04-2025
- Business
- Agriland
Activist investor seeks Tirlán support for Glanbia ‘strategic review'
An activist investment company, which is a shareholder in Glanbia, has written to the board of Tirlán seeking support for a 'fundamental strategic review focused on separating Glanbia's distinct business units'. Clearway Capital, the German-based investment firm established in 2021 by Gianluca Ferrari, acquired a minority stake in Glanbia almost three years ago. Tirlán, the farmer owned dairy co-op, is the largest shareholder in Glanbia with a 29% stake in the global nutrition company. Letter In the letter seen by Agriland, Clearway points to 'the persistently disappointing returns that Glanbia has delivered to its shareholders over the past several years including to Tirlán Co-operative Society and to the thousands of society members who own shares directly'. The letter claims that the sharp decline in Glanbia's share price since its peak last year has resulted in Tirlán losing over €710 million of value. 'The speed and severity of the decline highlights not only the disappointment with short-term performance but the market's broader loss of faith in the group's strategy,' it said. Glanbia shares are currently trading around €10/share, having reached a high of over €19/share last year. The letter states that Glanbia has attributed its recent underperformance to elevated input costs, specifically high whey prices. 'This explanation stands in direct contrast to the longstanding justification for Glanbia's complex corporate structure, namely, that the diversification of its business units would provide shareholders a natural hedge against precisely this type of volatility,' Clearway said. The letter outlined that investors are now being guided to wait for a potential 'normalisation' of whey prices in late 2025 or 2026'. 'It is deeply unfair to the thousands of Tirlán society members who own shares and whose livelihoods depend on strong dairy prices to be told that their investment will only recover in value when those very prices decline, especially when the underlying structural issues that could unlock substantial value remain unaddressed,' the letter added. Glanbia Clearway believes that a formal, board-led strategic review focused specifically on the separation of Glanbia's three business units is 'not only overdue but essential'. 'Tirlán's leadership and public support are now critical to driving this process forward and ensuring its success,' it said. The letter argues that while each Glanbia division 'may be successful in its own right, they differ fundamentally in their commercial models, customers, capital needs, and strategic direction'. 'At the core of this disconnect are three very different business units: Glanbia Performance Nutrition (GPN), comprising global consumer brands; Health and Nutrition, a specialty ingredients business; and Dairy Nutrition, comprising cheese manufacturing and dairy ingredients. 'The separation between these business lines is more than thematic, it is economic, strategic, and increasingly unavoidable,' it said. 'We are aware that other major institutional shareholders have recently conveyed similar messages to the company in private, underscoring broad shareholder consensus on the need for a decisive path forward,' Clearway claimed. The letter suggests that this 'separation' could be achieved through various means, including a sale of Glanbia's dairy and ingredients assets, a spin-off of GPN to existing shareholders and its listing on a US exchange, a strategic sale of GPN or a combination of these approaches. Clearway said that a strategic review process 'should be undertaken swiftly and transparently'. 'With the upcoming Glanbia and Tirlán AGMs in April and May 2025 respectively, there is a critical window of opportunity to signal to all stakeholders that Glanbia's largest shareholder is committed to restoring value and strategic clarity,' it said. When contacted by Agriland, Glanbia said that it was not making any comment on the letter at this time. A spokesperson for Tirlán also said they had no comment to make in relation to it. Clearway previously wrote to the board of Glanbia in 2022 outlining proposals it claimed would double the company's market value. AGM In February, Glanbia confirmed that it will sell the SlimFast brand as it released its preliminary financial results for 2024. Glanbia said it delivered a 'strong financial and operating performance' in 2024 with group revenue was $3,839.7 million (2023: $3,629.8 million), up 5.8% on a constant currency basis. Group EBITDA (earnings before interest, taxes, depreciation and amortisation) – before 'exceptional items' – was $551.3 million (2023: $493.4 million), up 11.8% on a constant currency basis. Glanbia will hold its annual general meeting (AGM) at 11:00a.m on Wednesday, April 30 at the Killashee Hotel, Killashee, Naas, Co. Kildare. While Tirlán will gather for its AGM at 11:00a.m on Wednesday, May 7 at the Lyrath Estate Hotel, Paulstown Road, Lyrath, Kilkenny.
Irish Independent
24-04-2025
- Business
- Irish Independent
Activist investor seeks Tirlán's backing for its radical plan to split up Glanbia
Group's share price is down 50pc since last year, triggering push by Clearway Capital Glanbia shareholder Clearway Capital has gone direct to Tirlán Co-op seeking support from the board and its members for a break-up of the PLC in a bid to lift its battered shares. Frankfurt-based activist investor Clearway – whose founding partner is Gianluca Ferrari – wrote to Tirlán this week in a letter circulated to co-op chair John Murphy, directors and council members seeking their backing for its plan to lift Glanbia's share price by breaking it into three businesses.
Irish Times
23-04-2025
- Business
- Irish Times
Glanbia activist seeks to enlist Tirlán in campaign for strategic review
A German activist investor in Glanbia has written to the board of Tirlán Co-operative Society, the nutrition group's largest shareholder, in a bid to enlist support for a campaign for the business to carry out a strategic review after a share price slump. Clearway Capital, which is understood to own close to 1 per cent of Glanbia, said in a letter sent on Tuesday to Tirlán, writing that a 'fundamental strategic review focused on separating Glanbia's distinct business units is not only overdue but essential'. Tirlán, the farmer-owned coop that completed the purchase of Glanbia's former dairy processing unit in 2022, owns 29.3 per cent of Glanbia. It is estimated that at least a further 20 per cent are directly held by current and former Tirlán members – or the estates of former members. 'The time has come to conduct a formal, board-led strategic review focused specifically on separating the businesses from one another,' Clearway Capital's founder and chief executive Gianluca Ferrari said in the letter, seen by The Irish Times. Clearway had previously aired grievances with the company three years ago. READ MORE 'We are aware that other major institutional shareholders have recently conveyed similar messages to the company in private, underscoring broad shareholder consensus on the need for a decisive path forward,' the letter said. It said that a separation could be achieved through various means, including sales of its US dairy and global ingredients assets, or a spin-off its biggest division, Glanbia Performance Nutrition (GPN), which sells protein powders and shakes to gym-goers and dieters, to existing shareholders and a listing on a US exchange. It could also involve a strategic sale of GPN, home of the Optimum Nutrition brand, the letter said. A spokesman for the co-op, which has representatives on Glanbia's board, declined to comment on the letter. A spokeswoman for Glanbia also declined to comment. 'On its own, GPN is likely worth more than Glanbia's entire current enterprise value. In other words, the market is ascribing no value to the company's remaining operations,' the letter said. Clearway's move follows a 43 per cent slump in Glanbia's share price over the past year, accelerated by profit warnings in November and February, the day of its annual results, as the group was caught out by higher-than-expected prices for high-end whey, a key input in the group's suite of protein products. Glanbia's market value is currently €2.6 billion and its net debt stood at €436 million at the end of December. This points to an enterprise value of more than €3 billion. Glanbia also announced in February that it was selling its SlimFast unit, which had been bought in 2018, and Body & Fit business, acquired a year earlier, after neither deal delivered on hopes. Mr Ferrari said a strategic review should be undertaken swiftly and transparently. 'With the upcoming Glanbia and Tirlán AGMs in April and May 2025 respectively, there is a critical window of opportunity to signal to all stakeholders that Glanbia's largest shareholder is committed to restoring value and strategic clarity,' it said.
