Barry Callebaut to acquire the Cocoa Ingredients Division from Petra Foods, Singapore

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ZURICH, SWITZERLAND--(Marketwire - Dec 11, 2012) -

Barry Callebaut /Barry Callebaut to acquire the Cocoa Ingredients Division from Petra Foods,Singapore. Processed and transmitted by Thomson Reuters ONE.The issuer is solely responsible for the content of this announcement.

Media / Analysts conference call / webcast today at 09:00am CET

World's leading chocolate manufacturer to significantly strengthen itspositionin cocoa processing


* Excellent strategic fit at the core of Barry Callebaut's cocoa and
chocolate business, supporting the company's overall growth
* Supporting further chocolate growth by stepping up the integrated
cocoa sourcing and processing activities
* Strengthening current and future outsourcing and partnership
agreements
* Boosting sales volume in fast growing emerging markets, mainly in
Asia and Latin America, by 65% to almost one-third of Group sales
volume
* Becoming a pro-active market player in the fast growing cocoa
powder market
* Adding Asia as a strong cocoa sourcing base besides West Africa
* Total consideration will be USD 950 million on a cash/debt-free basis,
to be financed by a bridge loan from banks that will be replaced within
12 months by the issuance of a combination of equity and debt
* Transaction will be subject to approval by Petra Foods' shareholders as
well as by regulatory authorities; closing expected in summer 2013

Zurich/Switzerland, December 12, 2012 - Barry Callebaut, the world'sleadingmanufacturer of high-quality cocoa and chocolate products, has reached anagreement with Petra Foods Ltd., Singapore to acquire their CocoaIngredientsDivision. Petra Foods' Cocoa Ingredients Division is the largest cocoaproductssupplier in Asia with a global sales volume of 265,000 MT and 47,000 MT ofco-manufacturing volumes for large accounts, sales revenue of USD 1.3 billion(CHF1.1 billion) and 1,700 employees in fiscal year 2011 (ended December 31,2011).The business has a significant global footprint across four continents with405,000 MT of bean-grinding capacity in seven processing facilities, andfoursales offices. The integration of Petra Foods' Cocoa Ingredients Divisionwillmake Barry Callebaut the largest global cocoa processor. The transactionalsoincludes a long-term agreement with Petra Foods' branded consumer divisiontosupply it with cocoa products covering 75% of its total needs. Thetransactionis subject to approval by Petra Foods' shareholders as well as regulatoryauthorities. The closing of the transaction is expected in summer 2013.

Excellent strategic fit - supporting future global growth

Andreas Jacobs, Chairman of Barry Callebaut, said: "This acquisition is anexcellent strategic fit that will support our future global growth. Theintegration of Petra Foods' Cocoa Ingredients Division into our Group isexpected to strengthen Barry Callebaut's earnings per share. Thissignificanttransaction will allow us to continue our expansion strategy in all regionsandcapture additional opportunities through outsourcing and partnershipagreementsas well as in Gourmet."

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

The acquisition is in line with Barry Callebaut's strategy for futuregrowthbased on the four pillars 1) Expansion, 2) Innovation, 3) Cost Leadershipand4) 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.

Financial impact of the transaction - creating value for all stakeholdersThe planned acquisition will create value for all stakeholders. The totalconsideration will be USD 950 million on a cash/debt-free basis[1]. Thebookvalue of the net assets of the business to be acquired amounts to USD 784million (CHF 737 million) as of September 30, 2012[2].

It is planned to integrate Petra Foods' Cocoa Ingredients Division, whichishighly complementary in terms of business, products and geographies, intoBarryCallebaut. The run-rate synergy potential has been calculated to amount toCHF30 to 35 million, to be fully achieved four years after closing thetransaction.These synergies will result from an enhanced purchasing platform, optimizedproduct flows and overhead costs. To achieve these synergies, the groupestimates one-off costs at CHF 10 to 15 million, to be incurred equallybetweenthe first two years post transaction. Additionally the Group estimates one-offtransaction costs of approximately CHF 10 million.

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

Barry Callebaut mid-term guidance as of consolidationAs of consolidation Barry Callebaut envisages the following targets: 6-8%volumegrowth on average per year until 2015/16 and an EBIT per tonne restored toBarryCallebaut's pre-acquisition level by the end of the same period, barringanymajor unforeseen events.

Financing

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

Credit Suisse acted as exclusive financial advisor to Barry Callebaut onthistransaction.

[1]Adjustments to the consideration will be made at the date of completionrelated to - amongst others - net debt and net working capital.

[2]Based on figures officially disclosed by Petra Foods Limited pertainingtoits Cocoa Ingredients Division while the final scope of the transactionslightlydiffers and the values are subject to adjustments at the completion of thetransaction.

Key figures (in CHF million)


+-------------------+--------------------+--------------------------------+
| |Barry Callebaut |Petra Foods' Cocoa Ingredients |
| | |Division* |
+-------------------+--------------------+-------------+------------------+
| |Fiscal year 2011/12 |Fiscal year |9 months(2) |
| |(as of August |2011(1) |(up to Sept |
| |31, 2012) |(as of Dec |30, 2012) |
| | |31, 2011) | |
+-------------------+--------------------+-------------+------------------+
|Third-party sales |1,379 |265 |188 |
|volume (in kMT) | | | |
+-------------------+--------------------+-------------+------------------+
|Third-party sales |4,830 |1,132 |732 |
|revenue | | | |
+-------------------+--------------------+-------------+------------------+
|EBITDA |434 |59 |33 |
+-------------------+--------------------+-------------+------------------+
|% margin |9.0% |5.2% |4.5% |
+-------------------+--------------------+-------------+------------------+
|EBIT |353 |44 |20 |
+-------------------+--------------------+-------------+------------------+
|% margin |7.3% |3.9% |2.8% |
+-------------------+--------------------+-------------+------------------+
|EBIT per tonne |CHF 256 |CHF 165 |CHF 109 |
+-------------------+--------------------+-------------+------------------+
|Net segment assets |N/A |614 |737 |
+-------------------+--------------------+-------------+------------------+
|No of employees |6,100 |1,700 |
+-------------------+--------------------+--------------------------------+
|Global footprint |46 production |* 7 production sites: Indonesia,|
| |facilities | Malaysia, Thailand; France, |
| | | Germany; Brazil, Mexico |
| | |* 4 sales offices: Singapore, |
| | | Philippines; Netherlands; USA |
+-------------------+--------------------+--------------------------------+

* The key figures shown in the table above are figures officially disclosedbyPetra Food Limited pertaining to its Cocoa Ingredients Division while thefinalscope of the transaction slightly differs.

(1) Fiscal year 2011 segment results as reported, converted ataverage2011 FX rate of CHF 0.8869 per USD.

(2) Q3 (9M) Fiscal year 2012 segment results as reported, convertedataverage 9M Sep 2012 FX rate of CHF 0.9403 per USD. For ease of reference,thisrate has also been used to translate the net segment assets for bothperiods.

***

More information on this acquisition will be provided today during aconferencecall / audio webcast for media, analysts & institutional investors at09:00amCET.

All dial-in and access details as well as the presentation can be found ontheBarry Callebaut website. The presentation will be available as of 08:30amCET.

***

Barry Callebaut (www.barry-callebaut.com):

With annual sales of about CHF 4.8 billion (EUR 4.0 billion / USD 5.2billion)for fiscal year 2011/12, Zurich-based Barry Callebaut is the world'sleadingmanufacturer of high-quality cocoa and chocolate - from the cocoa bean tothefinest chocolate product. Barry Callebaut is present in 30 countries,operatesaround 45 production facilities and employs a diverse and dedicatedworkforce ofabout 6,000 people. Barry Callebaut serves the entire food industryfocusing onindustrial food manufacturers, artisans and professional users of chocolate(such as chocolatiers, pastry chefs or bakers), the latter with its twoglobalbrands Callebaut(®) and Cacao Barry(®). Barry Callebaut is theglobal leader in cocoa and chocolate innovations and provides acomprehensive range of services in the fields of product development,processing, training and marketing. Cost leadership is another importantreason why global as well as local foodmanufacturers work together with Barry Callebaut. Through its broad rangeofsustainability initiatives and research activities, the company works withfarmers, farmer organizations and other partners to help ensure futuresuppliesof cocoa and improve farmer livelihoods.

Petra Foods' Cocoa Ingredients Division

(www.petrafoods.com/business_cocoa_ingredients.html):Headquartered in Singapore, Petra Foods Limited ("Petra Foods") is one oftheworld's major manufacturers and suppliers of cocoa ingredients, as well asaleading regional player in branded consumer confectionery products.

Petra Foods is built upon two complementary business divisions:


* Cocoa Ingredients - One of the world's major manufacturers and
suppliers of premium cocoa ingredients, namely cocoa liquor, cocoa
butter and cocoa powder, which form the basis for the chocolate
products consumed by millions each day; and
* Branded Consumer - One of the leading players in Southeast Asia, it
markets and distributes its own brands of chocolate and sugar
confectionery products to consumers and enjoys market leadership in
Indonesia.

Petra Foods has been listed on the Mainboard of the SGX-ST (Singapore)sinceNovember 2004.

Petra Foods entered the cocoa ingredients business in 1988. The CocoaIngredients Division has a strong heritage with a track record of organicandacquisition-led growth.

With sales revenue of approximately USD 1.3 billion (CHF 1.1 billion) infiscalyear 2011 and about 1,700 employees, Petra Foods' Cocoa IngredientsDivision isthe largest cocoa ingredients supplier in Asia.

It provides highly customized premium cocoa ingredients (cocoa liquor,cocoabutter, cocoa powder) to international food and beverage companies aroundtheworld. The products are marketed internationally under the Delfi brand andinEurope under the Nord Cacao brand.

It has a significant global footprint with 405,000 MT grinding capacity in7locations (Indonesia, Malaysia, Thailand; France, Germany; Brazil, Mexico)andoperates 4 sales offices (Singapore, Philippines; Netherlands, USA).Strategically located close to the largest consuming markets Petra Foods'CocoaIngredients Division serves customers in more than 60 countries in aflexible,expedient and cost-effective manner.

***

The complete news release can be downloaded from the following link:

Pictures:http://www.barry-callebaut.com/51?release=9574

Media/Analysts conference call / webcast :http://www.barry-callebaut.com/50?view=category,event=9543

Press Release (PDF):http://hugin.info/100441/R/1664196/539853.pdf

This announcement is distributed by Thomson Reuters on behalf ofThomson Reuters clients. The owner of this announcement warrants that:(i) the releases contained herein are protected by copyright and other applicable laws; and(ii) they are solely responsible for the content, accuracy and originality of the information contained therein.

Source: Barry Callebaut via Thomson Reuters ONE

[HUG#1664196]

Contact:
Contacts
for investors and financial analysts:
Evelyn Nassar
Head of Investor Relations
Barry Callebaut AG
Phone: +41 43 204 04 23
Email Contact

for the media:
Raphael Wermuth
Head of Media Relations
Barry Callebaut AG
Phone: +41 43 204 04 58
Email Contact

for the media in Asia-Pacific:
Stephanie Batot
Executive Director
Grayling Asia
Phone: +65 9822 2231
Email Contact

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