Barry Callebaut To Acquire The Cocoa Ingredients Division From Petra Foods, Singapore for US$950 Million

The integration of Petra Foods’ Cocoa Ingredients Division will make Barry Callebaut the largest global cocoa processor. The transaction also includes a long-term agreement with Petra Foods’ branded consumer division to supply it with cocoa products covering 75% of its total needs.

12 Dec 2012 --- Barry Callebaut, the world’s leading manufacturer of high-quality cocoa and chocolate products, has reached an agreement with Petra Foods Ltd., Singapore to acquire their Cocoa Ingredients Division. Petra Foods’ Cocoa Ingredients Division is the largest cocoa products supplier in Asia with a global sales volume of 265,000 MT and 47,000 MT of co-manufacturing volumes for large accounts, sales revenue of USD 1.3 billion (CHF 1.1 billion) and 1,700 employees in fiscal year 2011 (ended December 31, 2011). The business has a significant global footprint across four continents with 405,000 MT of bean-grinding capacity in seven processing facilities, and four sales offices. The integration of Petra Foods’ Cocoa Ingredients Division will make Barry Callebaut the largest global cocoa processor. The transaction also includes a long-term agreement with Petra Foods’ branded consumer division to supply it with cocoa products covering 75% of its total needs. The transaction is subject to approval by Petra Foods’ shareholders as well as regulatory authorities. The closing of the transaction is expected in summer 2013.

Andreas Jacobs, Chairman of Barry Callebaut, said: “This acquisition is an excellent strategic fit that will support our future global growth. The integration of Petra Foods’ Cocoa Ingredients Division into our Group is expected to strengthen Barry Callebaut’s earnings per share. This significant transaction will allow us to continue our expansion strategy in all regions and capture additional opportunities through outsourcing and partnership agreements as well as in Gourmet.”

Juergen Steinemann, Barry Callebaut’s Chief Executive Officer, added: “The acquisition marks a major step forward in the implementation of our four-pillar growth strategy. A stronger integrated position in sustainable cocoa sourcing and processing is important to keep growing our chocolate business over-proportionally, especially in emerging markets. The deal also allows us to become a strategic supplier of specialty cocoa powders and meet the growing integrated value chain requirements of our customers and partners. Moreover, Barry Callebaut will gain valuable know-how and become even more global thanks to all the new colleagues whom we will welcome with open arms upon closing the planned transaction.”

The acquisition is in line with Barry Callebaut’s strategy for future growth based on the four pillars 1) Expansion, 2) Innovation, 3) Cost Leadership and 4) Sustainable Cocoa:

- First, the acquisition will strengthen Barry Callebaut's cocoa position, which is crucial for supporting the company’s attractive industrial chocolate growth and expanding its offering to industrial chocolate, outsourcing and gourmet customers. In addition, the acquisition will boost Barry Callebaut’s sales volume in the fast growing emerging markets of Asia and Latin America by 65%. Their share of reported sales volume will therefore grow to 31% from 24%. The markets for cocoa powder are growing fast (by 2-5% per annum), mostly driven by emerging markets and increasing demand for a broad range of applications, such as cocoa-based beverages, compounds, fillings, bakery products and ice cream.
   
- Second, the transaction will significantly expand Barry Callebaut’s cocoa processing and cake & powder blending expertise and give it valuable market and management know-how in Asia.   

- Third, the acquisition will strengthen Barry Callebaut’s cost leadership in cocoa processing by enlarging its footprint in cost-competitive production countries, partially replacing future investments in production capacities, and enabling product flow optimizations.
    
- Fourth, Barry Callebaut will be able to strengthen and further diversify its cocoa sourcing and processing activities in origin countries by creating a second strong sourcing base in Asia, besides West Africa.

The planned acquisition will create value for all stakeholders. The total consideration will be USD 950 million on a cash/debt-free basis. The book value of the net assets of the business to be acquired amounts to USD 784 million (CHF 737 million) as of September 30, 2012.

It is planned to integrate Petra Foods’ Cocoa Ingredients Division, which is highly complementary in terms of business, products and geographies, into Barry Callebaut. The run-rate synergy potential has been calculated to amount to CHF 30 to 35 million, to be fully achieved four years after closing the transaction. These synergies will result from an enhanced purchasing platform, optimized product flows and overhead costs. To achieve these synergies, the group estimates one-off costs at CHF 10 to 15 million, to be incurred equally between the first two years post transaction. Additionally the Group estimates one-off transaction costs of approximately CHF 10 million.

The transaction is expected to be accretive to earnings per share on a reported basis in the second full year of consolidation (fiscal year 2014/15).

Barry Callebaut mid-term guidance as of consolidation

As of consolidation Barry Callebaut envisages the following targets: 6-8% volume growth on average per year until 2015/16 and an EBIT per tonne restored to Barry Callebaut’s pre-acquisition level by the end of the same period, barring any major unforeseen events.

Financing

Barry Callebaut will fund the transaction through a bridge loan from banks. The bridge loan will be replaced within 12 months by the issuance of a combination of equity and debt.  The transaction has the full support of Jacobs Holding AG, Barry Callebaut’s majority shareholder.

Credit Suisse acted as exclusive financial advisor to Barry Callebaut on this transaction.