Ausnutria Dairy Corporation Ltd (“Ausnutria”; 01717) has released additional details on its previously announced transaction involving: 1) the divestment of a 35 % equity interest in Dutch goat-cheese producer Amalthea B.V.; 2) the concurrent grant of a put option to purchaser A-ware and a call option to Ausnutria B.V.; and 3) the signing of a decade-long supply agreement between Amalthea and A-ware.
Transaction economics • Consideration: EUR 15.80 million for the 35 % stake, implying a 100 % equity value of c. EUR 45 million for Amalthea. • Valuation: Based on an enterprise value (EV) of c. EUR 39 million, calculated with an 8.5× EV/EBITDA multiple applied to Amalthea’s EUR 4.60 million EBITDA (average of 2024-2025, excluding recently consolidated Dairy Protein Cooperation Food B.V.). A net cash adjustment of about EUR 6 million lifted the equity value to EUR 45 million. • Rationale for excluding DPC: Consolidated only in late 2024, its EUR 0.70 million net asset value (as at 31 Dec 2025) represented roughly 1 % of the deal value; both parties agreed its impact was immaterial.
Proceeds deployment Gross proceeds reached EUR 17.20 million, with net proceeds of EUR 17.00 million (HKD 151.60 million). Funds have already been applied to: • EUR 16.00 million repayment of debt maturing 22 Jul 2026; • repayment of a bank overdraft. Management expects the deleveraging to lower gearing and finance costs while preserving flexibility for future working-capital or investment needs.
Put and call option framework • Put option: Granted to A-ware, exercisable upon specific termination events in the supply agreement. The strike price equals the then-prevailing fair market value of the 35 % stake, capped at EUR 62 million. The cap embeds: – the initial EUR 15.80 million consideration; – projected retained earnings over the 10-year supply term; – an agreed EUR 40 million incremental value ceiling; – a 10 % buffer for planned capacity and R&D investments. • Call option: Held by Ausnutria B.V.; no premium paid, therefore no immediate Listing Rules classification impact. Compliance obligations will be assessed upon exercise.
Ten-year supply agreement highlights • Term: Effective immediately, expiring on the 10th anniversary. Failure to agree an extension 24 months before expiry triggers a three-year phase-out plan (years 10-13). • Annual Commitment: A-ware must purchase a minimum volume each calendar year; if off-take falls short, A-ware must fully compensate Amalthea for unsold volume or price differences. • Early termination: Limited to bankruptcy, prolonged force majeure, material breach (with six-month cure period), or A-ware’s exit from Amalthea’s shareholding.
Regulatory position The disposal qualifies as a discloseable transaction under Chapter 14 of the HKEX Listing Rules. The call option involves no premium and thus is not notifiable at grant; Ausnutria will re-comply with Chapter 14 or 14A requirements upon any future option exercise or renewal/phase-out commencement.
Board view Ausnutria’s directors deem the EUR 45 million valuation – at a 8.5× EV/EBITDA multiple and modest premium to the 2024 baseline – as fair and reasonable. The long-term supply partnership with A-ware is expected to underpin stable revenues and utilisation for Amalthea, while the immediate deleveraging strengthens the Group’s capital structure.