Campari Acquires Controlling Stake in Lascelles deMercado

Through the acquisition of LdM, Campari enters the attractive and growing rum category, which combines tradition, heritage and authenticity with dynamism and vibrancy. T

4 Sep 2012 --- Gruppo Campari announces it has signed an agreement (the ‘Agreement’) with members of the CL Financial Limited group of companies (CLF) to acquire an 81.4% ownership in Lascelles deMercado & Co. Limited (LdM), a publicly traded holding company, based in Kingston, Jamaica.

Campari’s acquisition will be made through a formal tender offer to the LdM board and public shareholders to acquire all outstanding ordinary and preference shares pursuant to the Jamaican Takeover Code and applicable requirements.

Pursuant to the Agreement, at the time of closing, LdM will comprise the Spirits business, led by a world-renowned, leading Jamaican rum range, including Appleton Estate, Appleton Special / White, Wray & Nephew and Coruba, the related upstream supply chain, as well as its successful local consumer products distribution business (the ‘Acquired Business’).

This transaction marks the third largest acquisition in Campari’s history and positions the Group as a leading producer of premium rum globally.

Bob Kunze-Concewitz, Chief Executive Officer: ‘With Lascelles deMercado, the award winning distiller of world class premium dark,overproof and gold Jamaican rums, we are once again leveraging our acquisition framework in a very disciplined and consistent manner for future growth. The addition of the Appleton, Wray & Nephew and Coruba rum brands as well as a portfolio of local Jamaican brands will help us build our critical mass further in key North American markets, provide a leading market position in Jamaica, a major destination in the Caribbean, whilst laying the foundations for future international growth across all major usage occasions of the growing and premiumising rum category. When completed, this acquisition will give a further boost to the internationalisation of Gruppo Campari, further expanding our business outside of Italy, as well as strengthening our largest and most profitable business, the Spirits segment.’

The Acquired Business includes an unrivalled Portfolio of world-class premium and overproof rums, including Appleton Estate (super premium aged rum designed for sipping), Appleton Special and White (blend specially designed for mixing), Wray & Nephew White Overproof (the world’s top selling award-winning overproof rum), Coruba and a strong portfolio of local brands. In Fiscal Year ended September 30, 2011, the rum and spirits portfolio achieved total sales volume of 3.5 million 9 litre cases.

Upstream supply chain operations consist of agriculture facilities, including sugar cane fields, two distilleries, one sugar factory, nine farms and 18 warehouses, all located in Jamaica, as well as a complete and deep inventory of aged rum to support the global expansion of the Acquired Business. The Acquired Business also includes local merchandising operations focused on the warehousing, sales, marketing and distribution of a wide range of third party branded products from well-known consumer goods companies.

All other LdM assets that are not in the scope of the Acquired Business (principally LdM’s insurance business, Globe, its transportation assets, as well as securities in other companies) are currently involved in a process of divestment and consequently will not form part of the Acquired Business. All net proceeds will be paid to LdM’s current shareholders by the way of one-time extraordinary dividend(s).

The completion of the acquisition of CLF’s stake in LdM and the formal tender offer process are subject to various closing conditions and are expected to occur in the fourth quarter of 2012.

In the full year ended September 30, 2011, the Acquired Business achieved total pro-forma sales of USD 265.4 million (or € 190.7 million at the average exchange rate for the period) and a pro-forma EBITDA of USD 24.2 million (or € 17.4 million). In the last twelve months ending June 30, 2012 (‘LTM’) the Acquired Business achieved total pro-forma sales of USD 277.0 million (or € 207.6 million) and a pro-forma EBITDA of 27.7 million (or € 20.7 million).

The total purchase price for 100% of LdM’s share capital is USD 414,754,200 (or approximately € 330 million at current exchange rate) on a cash free / debt free basis, which corresponds to a price per ordinary share of USD 4.32 and price per preference share of USD 0.57.  This corresponds to a historic multiple of 15 times the LTM (June 2012) EBITDA, excluding any potential synergies. The consideration will be paid for in cash. Campari’s pro forma Net debt / LTM EBITDA ratio will become 2.7 times, calculated on the basis of closing and payment of USD 414,754,200 on June 30, 2012.

Through the acquisition of LdM, Campari enters the attractive and growing rum category, which combines tradition, heritage and authenticity with dynamism and vibrancy. Today the rum category is expanding significantly with premiumisation, innovation and a broad international appeal, raising consumers demand for aged, spiced and high-proof rums all over the world.

Campari will develop its critical mass in key international Appleton markets – the US, Canada, Mexico, and acquire a leading franchise in Jamaica, creating the foundations for future international growth. It will also leverage its strong distribution capabilities, enhanced following the Group’s recent investment in its route-to-market.

This acquisition is a significant step in the development of Campari into a leading spirits player. It positions the Group to exploit the dynamism of key global consumption trends and further boosts its internationalisation, significantly growing the business outside of Italy as well as strengthening its largest and most profitable business, the Spirits segment.

Bank of America Merrill Lynch acted as financial advisor to Campari on this transaction. Morrison & Foerster acted as legal advisors.

The transaction will be fully financed through credit facilities underwritten by three relationship banks, namely Banc of America Securities, Banca Intesa and Deutsche Bank.