ZURICH, SWITZERLAND--(Marketwire - Mar 27, 2013) -
Barry Callebaut's Extraordinary General Meeting of Shareholders on April22, 2013
* Extraordinary General Meeting of Shareholders to take place on Monday,April 22, 2013 at 2:30 pm at Kongresshaus Zürich
* Proposal for the creation of authorized share capital for the purposeof partly financing the acquisition of the Cocoa Ingredients Division ofPetra Foods Ltd., Singapore
* Election of two new Board members; Markus Fiechter to step down as ofthe next Annual General Meeting of Shareholders
As announced on December 12, 2012, BarryCallebaut, the world's leading manufacturer of high-quality cocoa andchocolateproducts, agreed to acquire the Cocoa Ingredients Division from Petra FoodsLtd., Singapore. As also communicated, the funding of the acquisition wassecured by a bridge loan, which is to be refinanced within twelve monthswith acombination of equity and debt financing.
Barry Callebaut is now proposing to re-finance the bridge loan through acombination of new equity for an equivalent amount of USD 300 million and aUSD600 million Rule 144A/Reg S USD bond offering.
The acquisition transaction is still subject to approval by Petra Foods'shareholders as well as by regulatory authorities; the closing is expectedto bein summer 2013.
The Board of Directors of Barry Callebaut calls for an ExtraordinaryGeneralMeeting of Shareholders (EGM) on April 22, 2013 with the following agenda:
1. Authorized capital increase
The Board of Directors proposes the creation of authorized capital, whichwillallow Barry Callebaut to raise the required equity capital in a mostefficientway. The new capital to be authorized will allow the Board of Directors toincrease Barry Callebaut's share capital either by way of a rights issue oraprivate placement through an Accelerated Bookbuilding.
The Board of Directors has hence resolved to propose to the EGM to issue amaximum of 500,000 new, fully paid-up registered shares with a nominalvalue ofCHF 18.60 per share.
As previously mentioned, Jacobs Holding AG as majority shareholder,supports theacquisition and the proposed financing without any reservations.Furthermore, inrelation to the proposed capital increase, Jacobs Holding AG has expresseditsintention to acquire new shares in proportion to its current holding.
2. Election of two new members to the Board of Directors
For the upcoming EGM, the Board of Directors also proposes the election oftwonew members of the Board of Directors of Barry Callebaut for the currentterm ofoffice until the next ordinary General Meeting on December 11, 2013. Theevaluation process is currently not completed. The final nomination of thenewmembers of the Board of Directors will be communicated via separate pressrelease.
Markus Fiechter will step down from the Board of Directors at the ordinaryAnnual General Meeting of Shareholders in December 2013 after having servedsince 2004.
The EGM is to be held on April 22, 2013 at Kongresshaus, Claridenstrasse5, 8002 Zurich, at 2:30 pm.
The invitation to the EGM will be sent on March 28, 2013 to allshareholdersregistered in Barry Callebaut's share register and published in the SwissOfficial Gazette of Commerce on the same day. The invitation will also beavailable on the company's home page under:www.barry-callebaut.com/documentation.
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 the globalleader incocoa and chocolate innovations and provides a comprehensive range ofservicesin the fields of product development, processing, training and marketing.Costleadership is another important reason 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.
The complete news release can be downloaded from the following link:
News release (PDF):http://hugin.info/100441/R/1688614/554042.pdf
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Source: Barry Callebaut via Thomson Reuters ONE
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