Barry Callebaut successfully closes acquisition of the Cocoa Ingredients Division from Petra Foods

Marketwired

ZURICH, SWITZERLAND--(Marketwired - Jul 1, 2013) -

Barry Callebaut /

Barry Callebaut successfully closes acquisition of the Cocoa IngredientsDivision from Petra Foods

. Processed and transmitted by Thomson Reuters ONE.

The issuer is solely responsible for the content of this announcement.

Creation of world's largest cocoa and chocolate manufacturer

* Excellent strategic fit at the core of Barry Callebaut's existingbusiness, supporting the company's overall growth

* Creating the world's leading cocoa powder supplier, in addition tobeing the global leader in chocolate

* Implementation of the integration master plan to start immediately,expected to be completed within 12-18 months

* Purchase price approx. USD 860 million

* Confirmed mid-term guidance as of consolidation: 6-8% average volumegrowth per year and EBIT per tonne restored to pre-acquisition level until 2015/16([1])

Barry Callebaut, the world's leadingmanufacturer of high-quality cocoa and chocolate products, successfullyclosedthe acquisition of the Cocoa Ingredients Division from Singapore-basedPetraFoods Ltd. as planned on June 30, 2013, following approval from theregulatoryauthorities. The combination of the two businesses makes Barry Callebauttheworld's largest cocoa and chocolate manufacturer, fully integrated frombeansourcing to the manufacture of the finest chocolate products. It creates anorganization with over 8,000 employees, an estimated annual sales volume of1.6million tonnes and CHF 6 billion (EUR 4.9 billion / USD 6.4 billion) insalesrevenue, as well as further diversifying Barry Callebaut's global footprintto50 factories on four continents.

Juergen Steinemann, Barry Callebaut's CEO, said: "The cocoa business weacquiredfrom Petra Foods is right at the core of Barry Callebaut, and we willbenefitfrom the know-how of our 1,800 new, highly motivated colleagues. It willsupportthe further growth of our existing chocolate business. Being now also thelargest global supplier of high-quality cocoa products, we will be able tocapture opportunities in the fast-growing markets for specialty cocoapowderseven better." Looking ahead, Mr. Steinemann added: "We are pleased thatwith thesuccessful closing of the transaction, we can start to implement what wehaveprepared in the last six months and focus on the integration process."

Excellent strategic fit - Highly complementary business - MutuallyreinforcingStrengths

The acquisition of the Cocoa Ingredients Division is highly complementarytoBarry Callebaut's existing business and will support the further growth ofthecompany's chocolate business. It is a strategic investment and in line withBarry Callebaut's strategy based on the four pillars Expansion, Innovation,CostLeadership and Sustainable Cocoa.

With the closing of the transaction, Barry Callebaut is broadening itsofferingto industrial chocolate, outsourcing and Gourmet customers andsignificantlyexpanding its sales volume in the fast-growing emerging markets. Theacquisitionwill add comprehensive cocoa processing and powder blending expertise aswell asa deep understanding of Asian and Latin American markets. It will alsoreinforceBarry Callebaut's cost leadership in cocoa processing by enlarging itsfootprintin cost-competitive production countries, partially replacing futureinvestmentsin production capacities, while also enabling product flow optimizations.At thesame time, Barry Callebaut will further diversify its cocoa sourcing andprocessing activities in origin countries by creating a second strong baseinAsia, besides West Africa.

Integration of the newly acquired business

Since the signing of the transaction on December 12, 2012, a jointintegrationtaskforce has developed a master plan to integrate Petra Foods' CocoaIngredients Division into Barry Callebaut. The implementation of theintegrationstarts immediately and is expected to take 12 to 18 months.

Barry Callebaut will maintain its regional structure - including RegionEurope(Western Europe and EEMEA), Region Americas and Region Asia-Pacific - andcontinue to run its cocoa business (now called 'Global Cocoa') globally.Thenewly acquired business will be integrated into Global Cocoa.

In terms of consolidation, two months of the former Cocoa IngredientsDivisionwill be included in Barry Callebaut's annual reporting for fiscal year2012/13(ending August 31, 2013).

Financing of acquisition completed

Based on adjustments for working capital and other items, the purchaseprice forPetra Foods' Cocoa Ingredients Division will be approximately USD 860million,subject to final adjustments following the closing.

For the financing of the acquisition, Barry Callebaut placed USD 400million ofsenior notes due 2023 on June 13, 2013, with a 5.5% coupon. In addition,thecompany issued new registered shares on June 14, 2013, for USD 300 millionutilizing the authorized share capital as approved by the ExtraordinaryGeneralMeeting of Shareholders on April 22, 2013. The new shares were placedthrough anaccelerated bookbuilding procedure by way of a private placement. Theremainderwill be financed through the partial utilization of an existing bridgeloan.

Confirmed new mid-term guidance as of consolidation

As announced on December 12, 2012, Barry Callebaut issued a new mid-termguidance valid as of consolidation, which is unchanged average volumegrowth of6-8% per year until fiscal year 2015/16 and EBIT per tonne restored toBarryCallebaut's pre-acquisition level by the end of the same period, barringanymajor unforeseen events.

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

With annual sales of about CHF 4.8 billion (EUR 4.0 billion / USD 5.2billion)in fiscal year 2011/12, Zurich-based Barry Callebaut is the world's leadingmanufacturer of high-quality cocoa and chocolate products - from sourcingandtransforming cocoa beans to producing the finest chocolate, includingchocolatefillings, decorations and compounds. Combined with the recently acquiredcocoaingredients business from Petra Foods, Barry Callebaut generates estimatedannual sales of CHF 6 billion (EUR 4.9 billion / USD 6.4 billion), runsaround50 production facilities worldwide, sells its products in over 100countries andemploys a diverse and dedicated workforce of more than 8,000 people.

Barry Callebaut serves the entire food industry, from industrial foodmanufacturers to artisanal and professional users of chocolate, such aschocolatiers, pastry chefs, bakers, hotels, restaurants or caterers. Thetwoglobal brands catering to the specific needs of these customers areCallebaut®and Cacao Barry®.

[1] Barring any major unforeseen events.

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

News Release (PDF):http://hugin.info/100441/R/1713245/568683.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#1713245]

Contact:


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

View Comments (0)