Position as a leading global provider of sugar reduction and clean-label solutions strengthened by acquisition of stevia sweetener solutions business
Tate & Lyle PLC (Tate & Lyle), a leading global provider of food and beverage ingredients and solutions, is pleased to announce the acquisition of Sweet Green Fields (SGF), a leading global stevia solutions business.
The acquisition of SGF brings a broad portfolio of stevia products and a fully integrated stevia supply chain to Tate & Lyle including leaf sourcing, leaf varietal development, established agricultural programmes and cost-efficient manufacturing. It strengthens Tate & Lyle’s position as a leading provider of innovative sweetener solutions with the capabilities to create foods and beverages that are lower in sugar and calories and with cleaner labels for customers across the world. The acquisition also extends Tate & Lyle’s presence in the faster growing Asia Pacific region with dedicated stevia production and research and development facilities located in Anji, China.
Tate & Lyle began its partnership with SGF in 2017 becoming the exclusive global distributor of SGF’s portfolio of stevia-based ingredients and solutions, and then acquired a 15 % equity holding in SGF the following year. Tate & Lyle’s acquisition of the remaining shares of SGF simplifies the existing relationship by creating a fully integrated supply chain and commercial organisation, unified research and development capabilities, and combined strengths to accelerate innovation and optimise production technologies. Sweet Green Fields revenue for the year ending 31 December 2020 is expected to be around US$50 million, including revenue for products Tate & Lyle currently sells as distribution agent.
Stevia is one of the fastest growing low-calorie sweeteners used globally, particularly in beverages, dairy and snacks, as demand from consumers continues to grow for foods and beverages that are lower in sugar and calories. Globally, from 2015 to 2019, product launches that contain stevia grew by compound annual growth rate of 15 %.1 In the year ended 31 March 2020, Tate & Lyle’s stevia revenues grew by 23 %, making it an important contributor to New Products revenue growth.
1Mintel GNPD
SunOpta Inc., a leading global company focused on plant-based foods and beverages, fruit-based foods and beverages, and organic ingredient sourcing and production, announced it has reached an agreement to sell the Company’s global ingredients segment and related assets to an Amsterdam based global commodity trading company, Amsterdam Commodities N.V. for a debt and cash free consideration of €330 million. The transaction, which remains subject to customary closing conditions, is expected to close by January 2021.
“I’m pleased to announce this strategically transformational transaction. This transaction further solidifies SunOpta’s future direction as a high-growth, plant-based company focused on providing value-added products in competitively advantaged categories with consistent, sustainable, above average growth characteristics. The long- term supply agreement negotiated as part of this transaction provides SunOpta with the benefit of a continued strategic relationship with a leading global ingredient player in Acomo. Furthermore, this transaction de-levers and strengthens SunOpta’s balance sheet, enabling the acceleration of near-term expansion plans in our fast-growing plant-based food and beverage segment. The plans include both high-return capital investment projects, as well as synergistic acquisitions, that add to an existing set of strong capabilities in our core plant-based beverage platform. This is a very exciting time for us at SunOpta as we look forward to building on our success of the past four quarters,” said Joe Ennen, Chief Executive Offcer of SunOpta.
“With the exciting acquisition of Tradin, Acomo will realize a highly complementary acquisition, creating a leading global player across organic and conventional unlisted commodities. The company is a leading partner for the organic food industry, benefitting from the rapidly growing global consumer demand for sustainable and healthy foods. Tradin has an attractive financial profile and will continue to be led by a highly experienced management team,” said Allard Goldschmeding, Acomo Group Managing Director.
Under the terms of the agreement, SunOpta will sell processing facilities located in Amsterdam, the Netherlands; Silistra, Bulgaria; Addis Ababa, Ethiopia; and Yirgalem, Ethiopia. These facilities and their employees will continue to operate in ordinary course. Approximately 525 employees will be transferred from SunOpta to Acomo.
The Global Ingredients business being sold contributed approximately US$488 million to SunOpta’s net sales for the twelve months ended September 26, 2020. The transaction valuation represents an approximate 10x multiple of Adjusted EBITDA1 for the standalone business. This transaction is highly tax effcient and is expected to be accretive to the Company’s long-term growth rate and margin profile further focusing the Company on delivering more consistent financial results for our shareholders.
Proceeds from this transaction will be used for capital investment primarily into the core Plant-Based Foods and Beverages segment and to pay down debt.
1Non-GAAP Measures In addition to reporting financial results in accordance with U.S. GAAP, the Company provides additional information about its operating results regarding segment operating income, adjusted earnings and adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), which are not measures in accordance with U.S. GAAP. The Company believes that segment operating income, adjusted earnings and adjusted EBITDA assist investors in comparing performance across reporting periods on a consistent basis by excluding items that are not indicative of its operating performance. The non-GAAP measures of segment operating income, adjusted earnings and adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with U.S. GAAP.
On 3 November 2020, Coca-Cola European Partners announced it has entered into binding agreements to acquire Coca-Cola Amatil Limited (CCL), one of the largest bottlers and distributors of ready-to-drink non alcoholic and alcoholic beverages and coffee in the Asia Pacific region.
“This is a fantastic opportunity to bring together two of the world’s best bottlers to drive faster and more sustainable growth. Since the creation of CCEP four years ago, we have proven our ability to create value through expansion and integration. Now is the right time to move forward by taking on these great franchises and markets.
“The strategic rationale behind this transaction is compelling, solidifying our position as the largest Coca-Cola bottler by revenue. I am eager to apply our proven formula in Western Europe to Coca-Cola Amatil’s markets, including leadership in areas such as revenue growth management, in-market execution, digital and sustainability. However, I am equally excited and genuinely convinced that there will be many more opportunities as we move forward together with speed, scale, excellent people and a richer, more diverse culture.
“This larger platform will unlock enhanced value for our shareholders, all underpinned by an even stronger and more aligned strategic partnership with The Coca-Cola Company and our other brand partners. We look forward to executing on the ambitious growth plans ahead of us, as we build on the best of who we are and create a very exciting future together.”
Damian Gammell CEO, Coca-Cola European Partners
The acquisition strengthens the glass packaging offer throughout Northern Europe
Berlin Packaging, leader in the supply of glass, plastic and metal containers and closures, acquired on 6th October Vinkova B.V., important supplier of food products and drink glass packaging solutions, based in Bussum, the Netherlands. With more than 50 years of experience, Vinkova offers a huge range of tailored solutions and products to a large customer base on the Dutch market, boasting solid industry know-how and strong relations with some of Europe’s most important glass producers.
The strategic joining of Vinkova is, for Berlin Packaging, the completion of the range offered on the Dutch market, supplementing the innovative plastic and metal solutions and innovative closures already marketed on the territory since 2019.
Berlin Packaging is a global player supplying packaging solutions and services to customers of all types, across the globe, in all industrial sectors. The company is based in North America, where it has been operating since 1898, and boasts a global footprint that is expanding rapidly, with more than 130 offices and warehouses worldwide.
Vinkova is the eighth acquisition to be made in Europe since 2016. Customers and suppliers of both companies will benefit significantly from this acquisition and the combined operations of Europe’s most important packaging distributor.
Starting today, Vinkova’s customers can enjoy the exclusive design and innovation services guaranteed by Bruni Glass Innovation Center in Italy and by the One Eleven Studio in the United States of America.
Fully in line with the Berlin Packaging acquisitions strategy, the workforce and structure of Vinkova will not change in any way: all employees will remain with the company, as confirmation of the growth and development objectives in Europe.
Unilever announced that it has signed an agreement to acquire Liquid I.V., a U.S-based health-science nutrition and wellness company.
Based in El Segundo, California, Liquid I.V. was founded in 2012 by entrepreneur Brandin Cohen. Liquid I.V.’s electrolyte drink mixes utilise Cellular Transport Technology (CTT®) which enhances the rapid absorption of water and other key nutrients into the bloodstream, helping people feel better, faster. Based on the World Health Organization’s guidelines for the clinically proven Oral Rehydration Solution (ORS), that prevents and treats dehydration, one serving of Liquid I.V. can provide up to 2–3 times the hydration of water alone.
Liquid I.V. provides a 360-degree approach to wellness with a product range that includes Hydration, Energy and Sleep. Liquid I.V. is also non-GMO, vegan, gluten free, soy free and dairy free.
Fabian Garcia, President of Unilever North America, said: “Liquid I.V. is an impressive and innovative brand in the fast-growing health, wellness and personal nutrition space. Liquid I.V. shares Unilever’s purpose to improve people’s health and wellbeing, as well as our ambition to create sustainable products that have a positive social impact. We are delighted to welcome Liquid I.V. to Unilever’s portfolio of purpose-driven brands.”
Brandin Cohen, Liquid I.V. founder and CEO, stated: “We are excited to work together with Unilever to scale the brand and amplify Liquid I.V.’s mission to help people everywhere live better lives – to optimise the body, hydrate those in need, and better the planet.”
Liquid I.V. will continue to be based in El Segundo, California, and led by Brandin Cohen, who will remain as Chief Executive Officer and Founder.
Terms of the deal were not disclosed. The acquisition is subject to regulatory approvals and customary closing conditions.
As part of its long term strategy to expand its capabilities in bio-engineering technologies, Givaudan announced that it has closed the acquisition of Alderys.
Founded in 2009, Alderys is an innovative French biotechnology company headquartered in Orsay, France, employing 30 employees. Alderys develops innovative approaches to the biological engineering of valuable compounds from renewable feedstock. The projects developed by Alderys are aimed at the chemical and cosmetic industry sectors as well as nutrition. They are recognised for offering innovative technological industrial solutions with high sustainability standards.
While terms of the deal have not been disclosed, Alderys’ business would have represented EUR 3 million of incremental revenues to Givaudan’s results in 2019 on a pro-forma basis. Givaudan funded the transaction from existing resources.
About Givaudan Givaudan is the global leader in the creation of flavours and fragrances, with its heritage stretching back over 250 years, the Company has a long history of innovating scents and tastes. From a favourite drink to your daily meal, from prestige perfumes to cosmetics and laundry care, its creations inspire emotions and delight millions of consumers the world over. The company is committed to driving purpose-led, long-term growth while leading the way to improve happiness and health for people and nature. In the fiscal year 2019, the Company employed over 14,900 people worldwide and achieved sales of CHF 6.2 billion and a free cash flow of 12.7% of sales. Let’s imagine together on www.givaudan.com.
About Alderys Alderys develops innovative approaches to the micro-organic biological engineering of valuable compounds from renewable plant resources. Committed to imaginative, robust scientific practice, they improve yeast cells to transform them into veritable micro production units. Alderys offers innovative technological industrial solutions for the fabrication of products that are indispensable for the growing world and which respect the environment. The projects developed by Alderys are aimed at the chemical, cosmetics and nutrition sectors. Thanks to their technological quality and innovation, Alderys has signed a number of partnership agreements with industry leaders in various fields. Alderys was founded in 2009 by Dominique Thomas in Orsay, France. It employs 30 people. www.alderys.fr/en/
The acquisition of PrecisionBiotics Group will advance Novozymes’ activities in the area of biological solutions for human oral and gut health – one of the growth pillars in the strategy Better business with biology.
Novozymes announced that it has acquired PrecisionBiotics Group Limited. Based in Cork, Ireland, PrecisionBiotics Group holds a leading position within probiotics for human gut health and is well positioned with several clinically backed products already in the market.
“This acquisition fits well with our strategy, Better business with biology, where we have focus on human health as one of our opportunities for growth. With this investment, we take another important step in implementing the strategy and setting a foundation of growth for our business,” says Ester Baiget, President and CEO of Novozymes.
Combining the power of probiotics and enzymes
PrecisionBiotics Group has strong expertise within clinical development, upscaling and commercialization and is well situated in Cork, Ireland, home to a leading academic society within human gut health.
“We welcome employees in PrecisionBiotics Group to Novozymes. PrecisionBiotics Group brings in complementary technologies, a similar science-based approach and a matching culture. With our unique expertise within discovery and enzymes and PrecisionBiotics’ strong capabilities and network within probiotics for human health, we will be in a unique position. It’s a position where we can expand market opportunities and develop new and highly efficient products,” says Ester Baiget.
“By becoming a part of Novozymes, we will get a global presence across businesses and new capabilities within science and discovery of new strains. This will help us to grow by developing new products where we can combine enzymes and probiotics,” says Barry Kiely, CEO and co-founder of PrecisionBiotics Group.
When combined, enzymes and probiotics synergistically work hand-in-hand to address health benefits from different angles in more powerful ways.
“Novozymes is a strong company based on science with a global market presence and a purpose to find biological solutions for better lives in a growing world. We look forward to speeding up the development of our pipeline and to a global roll-out of products to accelerate growth,” Barry Kiely says.
Novozymes has established OneHealth to market solutions within human health under one umbrella. The aim is to help people live healthier and better lives by use of probiotics and enzymes.
Barentz International, a leading global distributor of life science ingredients, has expanded its activities in the dynamic world of taste and nutrition. The company proudly announces its acquisition of Chicago-based Ingredients Inc – a very successful family business in the USA, and a leading developer and supplier of high-quality ingredients to food and beverage, pet food and nutraceutical manufacturers.
Highlights:
The acquisition diversifies Barentz’ sources, enabling it to deliver a wider range of high-quality ingredient solutions in the USA market.
Ingredients Inc and Barentz share a proven track-record in developing, formulating, manufacturing and producing ingredients and custom-blends for their clients. Both companies add value by developing new ideas and innovative solutions through their expertise and network of specialized application laboratories.
With headquarters in Chicago, and serviced by a network of warehouses, Ingredients Inc strengthens Barentz’ national USA coverage.
Tetra Pak has announced its acquisition of South African based asset management company Gaussian to enhance its existing outcome-based solutions1 for customers.
The acquisition is a result of a longstanding relationship between Tetra Pak and Gaussian. The companies have previously collaborated to develop and deploy plant-wide performance analysis services. These include benchmarking and opportunity analysis to identify cost saving and efficiency opportunities, delivered through services such as Tetra Pak® Plant Secure launched in 2018.
Tetra Pak’s customers will now have access to solutions based on industry physical asset management best practices. This enables them to maximise the value they can create in their factories through an informed ‘data-driven’ approach towards increasing efficiencies and reducing costs.
Roberto Franchitti, Executive Vice President Services, said: “Tetra Pak Services aims to be the world’s leading provider of Services to the Liquid Food industry, at the forefront of technology to help our customers excel in quality and performance. The acquisition of Gaussian is a perfect addition to the Tetra Pak Services portfolio; their industry leading suite of tools, analytical and simulation capabilities means we can help our customers optimise their operations and competitiveness even more than ever. I am very excited by the opportunities this acquisition brings both for Tetra Pak Services and for the industry in general.”
Dean Griffin, Director Gaussian commented: “Having worked closely with Tetra Pak for a number of years, the decision to join the company was a natural one. We see more opportunities opening up by combining our respective areas of expertise. Tetra Pak’s unrivalled experience within the F&B industry and our knowledge of strategic modelling means we will be able to offer real business improvements for Tetra Pak’s customers.’
Founded in 2015, Gaussian has extensive international experience in asset management. The firm has delivered its services to a range of sectors including mining, power, infrastructure and fast-moving consumer goods (FMCG). Gaussian also played a leading role in drafting ISO 55000, 55001, 55002, the first set of international standards for asset management.
1Outcome-based solutions provide quantifiable and measurable value to Tetra Pak’s customers. This is achieved through services that improve plant efficiency, optimise processes, reduce costs and as a result generate growth opportunities.
The acquisition of HSO Health Care GmbH cements Chr. Hansen’s long-term commitment to its probiotics business, and the fast-growing category for women’s health, where scientifically proven probiotic solutions are becoming increasingly popular among consumers.
Chr. Hansen Holding A/S and HSO Health Care GmbH entered into an agreement, under which Chr. Hansen will acquire HSO Health Care. The acquisition of the Austria-based B2B company specializing in probiotics for women’s health will strengthen and expand Chr. Hansen’s global microbial platform. This acquisition is aligned with the strategy of pursuing bolt-on acquisitions that fit into the microbial platform, as outlined in the Nature’s no. 1 strategy. The transaction will be finalized later this week.
A scientific approach to common urogenital discomforts
Urogenital discomfort is a concern for women all over the world who are increasingly looking for intimate care products based on natural ingredients. This has driven the category for women’s health to be among the fastest-growing in the probiotics market.
Highlights
Women’s health is one of the fastest growing probiotic segments, with an estimated market CAGR of more than 15 % since 2015, which HSO has outperformed substantially
Good fit to Chr. Hansen with easy integration and strong potential synergies
Strengthens and expands Chr. Hansen’s microbial platform by adding HSO’s branded portfolio Astarte™, a global award-winning line of patented probiotic products for women’s health
Clinically documented and using four specific strains, Astarte™ has a powerful selling proposition and a strong brand position and is sold in multiple channels
Strengthens our women’s health offering by combining Astarte™ with Chr. Hansen’s UREX™ products, creating a portfolio that can be leveraged globally and expanded into new adjacencies within women’s health
Expected 2020 revenues of approximately EUR 15 million, with an EBITDA margin above 40 %. Strong double-digit organic growth expected from 2020-2025
Chr. Hansen’s outlook for 2019/20 is unchanged
Financial implications and outlook
The acquisition is fully aligned with Chr. Hansen’s capital allocation principles, and does not impact the ability pay out an ordinary dividend of 40 – 60 % of net profit. The purchase price will be financed from existing available cash and bank facilities, and the acquisition has no impact on the 2019/20 outlook. Under the terms of the agreement the details of the transaction will not be disclosed.
PepsiCo, Inc. announced that it has entered into an agreement to acquire Rockstar Energy Beverages (“Rockstar”), the popular energy drink maker, for $3.85 billion.
Ramon Laguarta, PepsiCo Chairman and CEO (Photo: PepsiCo)
“As we work to be more consumer-centric and capitalize on rising demand in the functional beverage space, this highly strategic acquisition will enable us to leverage PepsiCo’s capabilities to both accelerate Rockstar’s performance and unlock our ability to expand in the category with existing brands such as Mountain Dew,” said PepsiCo Chairman and CEO, Ramon Laguarta. “Over time, we expect to capture our fair share of this fast-growing, highly profitable category and create meaningful new partnerships in the energy space.”
Rockstar, founded in 2001, produces beverages that are designed for those who lead active lifestyles from athletes to rock stars. Rockstar products are available in over 30 flavors at convenience and grocery outlets in over 30 countries. PepsiCo has had a distribution agreement with Rockstar in North America since 2009. In addition to Rockstar, PepsiCo’s energy portfolio includes Mountain Dew’s Kickstart, GameFuel, and AMP.
“We have had a strong partnership with PepsiCo for the last decade, and I’m happy to take that to the next level and join forces as one company,” said Russ Weiner, Rockstar’s founder and creator of the world’s first 16oz energy drink. “PepsiCo shares our competitive spirit and will invest in growing our brand even further. I’m proud of what we built and how we’ve changed the game in the energy space.”
PepsiCo has also entered into an agreement, which will provide approximately $0.7 billion of payments related to future tax benefits associated with the transaction, payable over up to 15 years. PepsiCo does not expect the transaction to be material to its revenue or earnings per share in 2020. The transaction is subject to customary closing conditions, including regulatory approval, and is expected to close in the first half of 2020.
Centerview Partners LLC acted as financial advisor to PepsiCo. Gibson, Dunn & Crutcher LLP acted as lead counsel to PepsiCo, and Davis Polk & Wardwell LLP as U.S. tax and antitrust counsel. Goldman Sachs & Co. LLC acted as financial advisor to Rockstar, with King & Spalding acting as Rockstar’s legal counsel.
MACA ENGINEERING S.r.l of San Quirino (Pordenone, Italy), specialist in designing and manufacturing machines for the production, assembly and cut of aluminium and plastic caps and closures, joined the AROL Group, world leader in capping equipment.
AROL Group thus confirms its industrial project and strategy to vertically expand its range of high-tech machines for primary packaging, in order to ensure the ever-increasing safety standards in the final customer’s interest.
“We are particularly pleased to welcome in our family the MACA ENGINEERING team, which for over 30 years has been designing and manufacturing equipment synonymous of robustness, precision and reliability, perfectly in line with our values and objectives. We are fully aware of the the growing quality expectations of the bottling lines – in every product sector and country in the world – and the possibility of adding to AROL’s know-how the technologies related to caps production, so strong and firmly rooted in MACA ENGINEERING, will result in a unique offer in the industrial landscape, which will increase the skills of both companies, bringing a sure added value to our respective clients “commented Alberto Cirio, CEO of AROL S.p.A.
“This collaboration will allow us to accelerate in the innovation and development of our products and services, relying on the experience of AROL Group companies and on an incredible R&D team that has been able to fully understand the need for integration of the equipment in the smart factories of the latest generation”, said Andrea Marchioro, CEO of MACA ENGINEERING.
Bucher Unipektin, a business unit of the Swiss based Bucher Industries AG within the division Bucher Specials, is acquiring 100 % of the Spanish citrus processing equipment supplier Luzzysa. With the acquisition Bucher Unipektin further strengthens its presence in the citrus juice industry.
Industria de Maquinaria Luzzisa, S.L was founded in 1975, is privately owned and operates under the brand “Luzzysa”. The company supplies processing equipment for the production of citrus juices. The administration and production of the company is located in El Puig (Valencia),
supported by a sales and after sales service network in the main citrus markets.
Bucher Unipektin is the world market leader for production equipment of apple, pear and berry juices and also supplies refinement systems and evaporators to the citrus industry. The business unit is operating globally with production sites in Switzerland and China, supported by a global agent network and own sales and service organisations in Poland, Ukraine, Russia, New Zealand and Mexico.
With this acquisition, Bucher Unipektin is in the position to supply its citrus juice customers with entire processing lines, complementing its refinement systems and evaporators with Luzzysa’s juice extractor EXZEL, the industry standard for juicing of citrus fruits.
The company will be operated by the existing management team out of its original location in El Puig under the new name Bucher Exzel, S.L.
Cott Corporation, a leading provider of home and office bottled water delivery services in North America and Europe and a leader in custom coffee roasting for the U.S. food service industry, announced that Eden Springs, a wholly-owned subsidiary of Cott, acquired Viteau International B.V (“Viteau”).
The acquisition of Viteau, a leading supplier of bottled water and point-of-use filtration services in the Netherlands, strengthens Eden Springs’ density in the region to include 6,500 machines on location, 4,000 of which are bottled water coolers and 2,500 are point-of-use filtration.
“Viteau is one of the leading water suppliers in the Netherlands and has built a strong reputation with their customers,” said Antonio Alarcon, President of Eden Springs Continental Europe. “This acquisition strengthens our commercial customer base and further leverages our leading market position in the region. We are pleased to welcome Viteau’s customers to the Eden Springs platform and look forward to supplying their hydration needs.”
“We are pleased that our customers will continue to receive high quality products and service from Eden Springs,” said Benno Kuijf, owner of Viteau. “The strength of the Eden Springs platform and their commitment to excellence made Eden Springs the perfect choice to continue serving our customers.”
The Board of Britvic announced that it has entered into exclusive discussions with Refresco over the potential sale by Britvic of its three juice manufacturing sites in France, its related private label juice business, and the Fruité brand. The proposed sale is subject to a consultation process with the relevant employee representatives, which has now been initiated, and also subject to competition clearance by the French Competition Authority. Britvic will retain ownership of the Pressade and Fruit Shoot brands, which would be manufactured by Refresco as part of a long-term partner arrangement. The transaction will not affect the Teisseire and Moulin De Valdonne brands or the private label syrups business, which are all manufactured at the remaining site in Crolles.
The value of the transaction is not material and would result in a modest impact on adjusted EBIT. The transaction would be expected to complete in Spring 2020. The retained business would be smaller and higher margin, enabling the local management team to focus on building its branded business. An update will be provided at the Preliminary results announcement on 27 November 2019.
About Britvic Britvic is one of the leading branded soft drinks businesses in Europe. The company combines its own leading brand portfolio including Robinsons, Tango, J2O, Fruit Shoot, Teisseire and MiWadi with PepsiCo brands such as Pepsi, 7UP and Lipton Ice Tea which Britvic produces and sells in GB and Ireland under exclusive PepsiCo agreements. Britvic is the largest supplier of branded still soft drinks in Great Britain (“GB”) and the number two supplier of branded carbonated soft drinks in GB. Britvic is an industry leader in the island of Ireland with brands such as MiWadi and Ballygowan, in France with brands such as Teisseire and Pressade and in Brazil with Maguary and Dafruta. Britvic is growing its reach into other territories through franchising, export and licensing. Britvic’s management team has successfully developed the business through a clear strategy of organic growth and international expansion based on creating and building scale brands. Britvic is listed on the London Stock Exchange under the code BVIC and is a constituent of the FTSE 250 index.
Refresco announces that it has entered into an agreement with AZPACK (Arizona Production & Packaging) to acquire their manufacturing activities located in Tempe, Arizona, USA. With this agreement, Refresco further expands its footprint in North America to enable strategic growth in this region. Refresco became the world’s largest independent bottler with leadership positions across Europe and North America following the acquisition of Cott’s bottling activities last year.
Hans Roelofs, CEO Refresco Group, explains: “North America is a large and very diverse market with a lot of growth potential in different drinks categories. Our current footprint consists of 27 locations in North America, serving national and international branded beverage companies and retailers. With the addition of AZPACK to the Refresco Group, we will be even better positioned to service customers in the Southwestern USA across many categories, including energy drinks and innovative sports drinks. AZPACK will have a specialist role in the Refresco Group, as they are known for their expertise in manufacturing complex niche products for branded beverage companies.”
Adds Peter Reilly, Co-Founder of AZPACK: “We have grown our company significantly over the past decade, but recognize the need for a different and larger platform in order to continue to grow and thrive. Both Dr. Wang and I will stay on as managers to support this next growth phase. Refresco is a very experienced beverage solutions provider and they value entrepreneurship and flexibility as much as we do. Our can-do mentality perfectly matches their approach to serving customers.”
The Verder Group, a Dutch family-owned manufacturer and distributor of pumps and laboratory equipment, acquires the German hygienic sales organization Koch Pumpentechnik Vertriebs GmbH & Co. KG.
The Verder Group, the fast growing niche market manufacturer of pumps and laboratory equipment has announced the acquisition of Koch Pumpentechnik, specialized in the sales of Packo hygienic pumping solutions in Germany. Koch has extensive knowledge to offer hygienic solutions for customers in the food & beverage industry, specifically milk and breweries, as well as the pharmaceutical and cosmetics industry.
The acquisition will strengthen Verder’s hygienic pump position by offering a full portfolio of high end products, extensive knowledge and full support throughout Germany. As of today the new organization will continue under the name Verder-Koch GmbH & Co. KG.
Andries Verder, CEO of Verder International, says that the Group is very excited to have Koch join the Verder family of companies. “We feel that the integration of Koch into the Verder sales organization will further fortify the position of Verder-Koch in the German hygienic market. Joining forces will give the Koch team access to a wide variety of hygienic pump principles that are produced in-house by Verder, like JEC lobe pumps, twin-screw pumps and hygienic peristaltic and diaphragm pumps from Verderflex and Verderair. The acquisition of Koch with their unrivalled knowledge of hygienic processes will also benefit the whole Verder organization.
Founded in 1980, Koch Pumpentechnik has shown continuous growth due to its strong knowledge of hygienic processes and centrifugal pump applications. This has earned them the reputation of a premium solution provider throughout Germany. Director Uwe Koch will stay on board as the managing director of Verder-Koch.
The Verder Group was founded by André Verder in 1959 as a trading company of innovative products. The Group has remained under family management and is active with its own sales and manufacturing sites in 27 countries. The two divisions Verder Liquids (industrial & hygienic pumps) and Verder Scientific (laboratory equipment) have kept an equal and substantial growth pace over the years.
By acquiring Isobionics, an innovation leader in biotechnology which is serving the global market for natural flavors and fragrances (F&F), and through a cooperation agreement with Conagen, a leader in biotechnology research, BASF enters the market for natural F&F ingredients. Being known as a leading supplier of synthetic aroma ingredients, the company now broadens its portfolio with natural ingredients such as vanillin, nootkatone and valencene. BASF intends to advance the technology for biotech-based aroma ingredients by combining its own R&D excellence and broad market access with the know-how and expertise of Isobionics and Conagen.
“Reflecting the potential of changing consumer habits and the scarcity of natural ingredients, the strengthening of our biotechnology footprint is at the heart of BASF’s strategy,” says Melanie Maas-Brunner, who leads BASF’s Nutrition & Health division.
Acquisition of Isobionics
“The Flavor & Fragrance industry is experiencing an increasing need for natural ingredients,” says Julia Raquet, who heads BASF’s Aroma Ingredients business. “But fluctuating product quality, availability and sustainability are constant challenges for our customers. By entering the market with biotechnology-based aroma ingredients, we intend to provide our customers with high-quality products to respond to the current market challenges.”
“BASF is known for its high-quality standards, traceability and excellent regulatory know-how,” says Toine Janssen, founder of Isobionics. “By combining our biotech-based product portfolio and strong development pipeline with BASF’s expertise and its global market reach, we can provide the natural aroma ingredients market with even more innovations – and boost our growth.”
Isobionics is a biotech-based aroma ingredients company, located in Geleen, the Netherlands. The company develops and produces a wide range of natural ingredients for the F&F market with a focus on citrus oil components such as nootkatone and valencene. Isobionics, with all its employees, will become part of BASF’s Aroma Ingredients business.
Cooperation agreement with Conagen
Besides acquiring Isobionics, BASF signed a cooperation agreement with Conagen, a research leader in the field of biotechnology. Through this partnership, BASF will be able to serve the market with natural vanillin, one of the aroma ingredients with the highest market demand.
The natural vanillin that BASF initially markets is based on ferulic acid sourced from rice and therefore named Natural Vanillin F. With its clean vanillin character, Natural Vanillin F is ideal for all flavor applications, such as chocolate, strawberry and caramel, while maintaining an “all-natural” labeling.
Conagen has strong R&D and commercialization capabilities for fermented ingredients. Fermentation is an ancient cultural technique well known from processes like brewing beer and baking bread. It uses microorganisms like e.g. bacteria or fungi to convert one substance into another.
BASF’s Nutrition & Health division furthermore recently established a global business unit dedicated to the research and production of enzymes, which can be used as natural processing aids or ingredients for a large variety of applications in food, feed and technical industries.
Total drinks industry merger and acquisition (M&A) deals in Q2 2019 worth $2.11bn were announced globally, according to GlobalData, a leading data and analytics company.
The value marked an increase of 74.6 % over the previous quarter and a drop of 44.1 % when compared with the last four-quarter average, which stood at $3.78bn.
Comparing deals value in different regions of the globe, North America held the top position, with total announced deals in the period worth $2.01bn. At the country level, the US topped the list in terms of deal value at $2bn.
In terms of volumes, Europe emerged as the top region for drinks industry M&A deals globally, followed by North America and then Asia-Pacific.
The top country in terms of M&A deals activity in Q2 2019 was the US with 18 deals, followed by the UK with seven and Spain with four.
At the end of Q2 2019, drinks M&A deals worth $3.32bn were announced globally, marking a decrease of 87.2% year on year.
Drinks industry M&A deals in Q2 2019: Top deals
The top five drinks industry M&A deals accounted for 98.2% of the overall value during Q2 2019.
The combined value of the top five drinks industry M&A deals stood at $2.08bn, against the overall value of $2.11bn recorded for the quarter. The top announced drinks industry M&A deal tracked by GlobalData in Q2 2019 was E. & J. Gallo Winery’s $1.7bn asset transaction with Constellation Brands.
In second place was the $300m acquisition of Dogfish Head Brewery by The Boston Beer and in third place was Cafento Coffee Factory S.L’s $33.58m acquisition of Java Republic.
The $21.62m asset transaction with McLeod Russel India by Luxmi TeaLimited and Lalique Group’s asset transaction with The Glenturret for $20.39m held fourth and fifth positions, respectively.
Diageo announced the acquisition of a significant majority shareholding in Seedlip, the world’s first distilled non-alcoholic spirits brand. Seedlip was launched by Ben Branson in 2015 to solve the dilemma of ‘what to drink when you’re not drinking®’. Ben set out to change the way the world drinks and continue his family’s 320-year-old farming legacy. Ben will remain actively involved as a shareholder and director and will work with the Seedlip team and Diageo to continue to support Seedlip’s future success.
In June 2016, Seedlip announced a minority investment from the Diageo-backed accelerator programme Distill Ventures. Independently run, Distill Ventures receives funding from Diageo to support entrepreneurs as they launch and grow innovative drinks brands. Seedlip is the first non- alcoholic brand acquired by Diageo through Distill Ventures.
In the last three and a half years, Seedlip has grown from Ben’s kitchen to a presence in more than 25 countries. Seedlip’s three variants (Spice 94, Garden 108 and Grove 42) are stocked in over 7,500 of the world’s best bars, restaurants, hotels and retailers, including the majority of the world’s 50 best cocktail bars and over 300 Michelin Star restaurants.
DDW, The Color House, is pleased to announce that on June 28, 2019 it completed a transaction to acquire the DuPont Natural Colors business which was part of DuPont’s Nutrition & Biosciences division. The acquisition expands DDW’s global reach and adds technical and manufacturing capabilities in several core natural colors.
DDW adds two DuPont manufacturing facilities (Burton-on-Trent, UK and Santiago, Chile) and all related customer contracts. The expanded business will operate under the “DDW, The Color House” brand. DuPont originally acquired the business in 2017 as part of their acquisition of FMC’s Health & Nutrition business.
“This is the perfect opportunity to expand our portfolio with unique new products and deepen our position in blending and emulsions. The associates at both sites are very experienced and will ensure that we can continue to provide outstanding products and services during the transition,” explains Ted Nixon, CEO of DDW.
Coca-Cola, Cavu, Kerry, Waterlogic, Archer Daniels Midland, FrieslandCampina, Heineken, JAB and Lactalis were the most acquisitive companies of 2018, according to the bevblog.net food and drink transactions database, with each responsible for 5 or more takeovers. Diageo, Krones, Nestlé, Oetker and Unilever all made 4 purchases.
Nestlé was only company to agree 5 or more sales, followed by Real Good Food and Tyson Foods on 4, then BRF on 3.
A total of 1,281 companies were involved across 66 countries, with the United States and United Kingdom most prominent overall.
France was again the biggest net buyer (+ 15), followed by Luxembourg (+ 10) and Denmark (+ 9).
The United Kingdom was the main net seller (- 22), followed by the United States (- 17) and Germany (- 16).
International Flavors & Fragrances Inc. announced it has completed its acquisition of Frutarom.
The new IFF is a global leader in taste, scent and nutrition:
Creates a differentiated portfolio with an increased focus on naturals and health and wellness as well as more comprehensive solutions.
Provides opportunities to expand into attractive and fast-growing categories, such as savory solutions, natural colors, natural food protection and health ingredients
Broadens complementary and growing customer base, including enhanced exposure to the fast-growing small- and mid-sized customers, such as private label
Establishes enhanced platform to deliver sustainable, profitable growth
Provides strong value creation opportunities to maximize shareholder value – including cross-selling benefits as well as cost synergies
“The coming together of IFF and Frutarom is a momentous achievement. We are excited to be moving forward as one company and pursuing new opportunities that benefit all our stakeholders around the globe,” said IFF Chairman and CEO, Andreas Fibig. “Over the past several months, our integration planning teams have been working to ensure that we capture the best of both companies and create a seamless and efficient transition to achieve both our operational and financial targets for this combination. Today, we are celebrating the creation of a new IFF with even greater aspirations as a leader in taste, scent and nutrition. On behalf of everyone at IFF, we welcome Frutarom and its talented team, and look forward to working closely with all employees to continue to deliver winning products to our customers and maximizing long-term value for our shareholders.”
IFF anticipates the combination with Frutarom will translate into accelerated financial performance, with robust top and bottom-line growth. The Company expects to generate an average sales growth of 5 – 7 %, and 10 % adjusted cash EPS growth, on a currency neutral and pro-forma basis, over the 2019 to 2021 period. IFF also believes it will realize $145 million in cost synergies by rationalizing procurement, optimizing global footprint and streamlining overhead expenses by the third full year after the completion of the merger. The Company will be prioritizing repayment of debt and anticipates to be less than 3X net debt to EBITDA in 18 – 24 months to retain its investment grade rating.
As previously announced, holders of Frutarom ordinary shares are entitled to receive $71.19 in cash and 0.249 of a share of IFF common stock for each Frutarom ordinary share they owned. Frutarom shareholders will also receive a special dividend, on a per share basis, equal to 0.249 of the per share value of IFF dividends with a record date between May 7 and October 4, 2018. The combined company will be headquartered in New York City and will maintain a presence in Israel.
Acquisition of W.M. Sprinkman Corporation
Krones, the world’s leading manufacturer of filling and packaging technology, has completed the acquisition of W.M. Sprinkman Corporation, Wisconsin, US. Founded in 1929, Sprinkman provides engineered food and beverage processing equipment, specializing in the dairy and brewing industries. Employing over 125 employees at its Waukesha and Elroy, Wisconsin locations, the company serves customers ranging from start-up microbreweries to large multi-national food and beverage producers. Sprinkman generates approximately $35 millions in revenues.
By acquiring Sprinkman, Krones and its other recent acquisitions enhance the capabilities of the “House of Krones” product portfolio in North America, ranging from process technology solutions and bottling and packaging equipment to intralogistics, IT solutions, plastics recycling, and entire lifecycle service support – thereby supporting the entire production supply chain for customers. Sprinkman’s headquarter and management will remain in Waukesha, Wis., with a production facility in Elroy, Wis.
Döhler Group and Passina Group have reached an agreement on the acquisition of Concentra Europe BV with its Dutch and German subsidiaries by Döhler Group. The proposed transaction has now been filed with the relevant antitrust authorities and is conditional upon their approval.
This transaction marks a step where customers will benefit from a more complete offering and improved efficiency of the combined businesses in a global market that is characterised by volatility, as well as the challenges and opportunities of supply and demand. Döhler Group and Passina Group believe that this step has created a path towards further growth in the market, while simultaneously strengthening their respective positions, specifically as reliable suppliers of tropical and natural plant-based ingredients for the global food & beverage industry.
Concentra Holding AG, owner of the brand name Passina, will focus its future activities on its core business; the production and commercialisation of passion fruit products, including passion fruit juices, concentrates and derivatives. Maintaining its high quality standards, it will place additional focus on the development of innovative new products and solutions.
In order to strengthen and stabilise its position in the market, the Vilsbiburg decanter manufacturer Hiller was looking for a strategically oriented partnership last year. Which form of partnership this could be was always left open, from the sale of shares to the complete acquisition. A future perspective geared to stability and growth, which should result for the entire company, was of the utmost importance in this search.
As the industry has been exposed to highly volatile markets in recent years and the company thus faced a difficult economic situation between 2013 and 2016, the company had set itself high targets in its search for a partner in order to strengthen its market presence in the future. With the Swiss Ferrum AG, the perfect investor was finally found. Ferrum AG fully supports the desired objectives, such as the preservation and further development of the Vilsbiburg (Germany) location, maintaining the brand name “Hiller” and above all of the entire workforce.
Ferrum AG, headquartered in Schafisheim, Aargau (Switzerland), is the global market leader in the can closing business and a specialized niche supplier of separation technologies. Ferrum sees the acquisition of the Hiller GmbH, an international innovative specialist in the development and manufacture of decanter centrifuges as a significant progress in the separation technology business.
Hiller GmbH employs 160 people and operates state-of-the-art production facilities at its headquarters in Vilsbiburg, Bavaria. Hiller’s decanter centrifuges and plants are used particularly in environmental technology / wastewater treatment and in the food industry, but also in the oil and gas, chemical and pharmaceutical industries. The location in Bavaria with its staff and the brand name Hiller will be retained.
Georg Hiller, CEO Hiller GmbH, will also remain with the company as CTO and can therefore devote his full attention to the further development of decanting centrifuges and the associated processes and will also support the integration of Hiller GmbH into the Ferrum Group.
Ernst Werthmüller, Vice Chairman of the Board of Directors of Ferrum AG, will be responsible for the Supervisory Board and act as temporary CEO of Hiller GmbH.
Ferrum AG employs over 800 people worldwide and has two plants in Switzerland, as well as locations in China, India, Poland, the USA and now Germany.
International Flavors & Fragrances Inc. and Frutarom announced that they have entered into a definitive agreement under which IFF will acquire Frutarom in a cash and stock transaction valued at approximately $7.1 billion, including the assumption of Frutarom’s net debt. Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, Frutarom’s shareholders will receive for each Frutarom share $71.19 in cash and 0.249 of a share of IFF common stock, which, based on the 10-day volume weighted average price (VWAP) for IFF’s common stock for the period ending May 4, 2018, represents a total value of $106.25 per share.
By combining with Frutarom, IFF is accelerating its Vision 2020 strategy to create a global leader in taste, scent and nutrition. The combination unites two industry-leading, innovative companies with complementary customers, capabilities and geographic reach, resulting in more exposure to fast growing end markets and an enhanced platform to deliver sustainable, profitable growth. The combined company’s customers will have access to comprehensive and differentiated integrated solutions with increased focus on naturals and health and wellness.
Frutarom is a flavors, savory solutions and natural ingredients company, with production and development centers on six continents. It markets and sells over 70,000 products to more than 30,000 customers in over 150 countries. Frutarom is primarily focused on natural products, which drive more than 75 % of its sales. Frutarom’s product portfolio consists of innovative and integrated solutions combining taste and health, natural and clean label products. In addition, Frutarom mainly serves local and mid-size customers, and has a compelling presence in fast-growing adjacent and complementary categories such as natural colors, health and beauty ingredients, natural food protection and enzymes. Frutarom has a strong track record of growth, with expected sales of above $1.6 billion in 2018, and their previously announced target of $2.25 billion in sales by 2020.
Following the closing of the public offer on Refresco Group N.V. (“Refresco”) by Sunshine Investments B.V., the consortium of PAI Partners SAS (“PAI”) and British Columbia Investment Management Corporation (“BCI”), Refresco announced that Sunshine Mid B.V., the entity owning Sunshine Investments B.V. (the “Issuer” and together with its subsidiaries, “we” or the “Group”) has launched an offering of €445,000,000 aggregate principal amount of senior notes due 2026 (the “Notes”).
The net proceeds from the offering, if completed, are expected to be used by the Issuer to repay the bridge facility borrowed in connection with Issuer’s acquisition, through its direct subsidiary, Sunshine Investments B.V., of 99.4 % of the issued and outstanding shares of Refresco and to pay expenses related to the offering of Notes.
The Group, together with its committed sponsors, PAI and BCI, plan to continue to capture organic growth in both the retailer brands and contract manufacturing business, executing the Group’s “buy-and-build” strategy and striving for continuous operational excellence.
An important step in the buy-and-build strategy was taken with the acquisition of the Cott Traditional Beverage business in January 2018. This acquisition has created the world’s largest independent bottler of retailer brands soft drinks by volume and a leading contract manufacturer of soft drinks by volume for A-brands with leadership positions across Europe and North America, providing meaningful diversification to Refresco’s customer base. In 2017, on a standalone basis, Refresco’s top 10 customers accounted for 58 % of its volumes and the Cott Traditional Business’s top 10 customers accounted for 66 % of its volumes. Together, the company’s top 10 customers accounted for 49 % of its pro forma volumes in 2017. Refresco is now circa 4.1 times larger than its next largest competitor (excluding pure-play water players) in the markets in which the company operates.
Integration of the activities in all countries has started, following receipt of CMA approval in the UK last month. Refresco now anticipates total run-rate synergies of €63 million in the first three years following the consolidation. The Group’s Pro Forma Synergies Adjusted EBITDA for the year ended December 31, 2017 was €392.1 million and the Group’s forma net indebtedness as of December 31, 2017 was €2,330.9 million.
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The offering of the Notes will be made only in the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States in offshore transactions in reliance on Regulation S under the Securities Act to persons other than retail investors in the European Economic Area, whereby a retail investor is defined as a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended; or (ii) a customer within the meaning of Directive 2002/92/EC, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC, as amended. No approved prospectus within the meaning of the Prospectus Directive is required is connection with the offering of the Notes.
Regulatory Notice This announcement may contain inside information of Refresco Group N.V. under Regulation (EU) 596/2014 (16 April 2014).
MiFID II professionals/ECPs-only / No PRIIPs KID – Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.
In the United Kingdom, this communication is directed only at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) in connection with the issue or sale of any notes may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment activity to which this communication relates will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Creating clear market leadership in natural extracts and ingredients
As part of its 2020 strategy to strengthen its capabilities in natural flavour solutions for its customers, Givaudan announced that it has entered into an agreement to acquire 40.6% of the shares of Naturex, a French public listed company, for EUR 135 per share and a total consideration of EUR 522 million. This agreement is subject to all of the appropriate regulatory approvals.
Givaudan intends to launch a mandatory cash tender offer for all remaining outstanding shares of Naturex, at a price of EUR 135 per share. The Board of Directors and Management of Naturex are fully supportive of the transaction.
Naturex is an international leader in plant extraction and the development of natural ingredients and solutions for the food, health and beauty sectors. Naturex is headquartered in Avignon, France and reported sales of EUR 405 million in 2017, operates from 16 production sites around the world and employs 1,700 people.
Gilles Andrier, CEO of Givaudan said: “The acquisition of a significant shareholding in Naturex fits fully with our 2020 strategy to expand our offering to deliver natural products to our customers. Givaudan is the global leader in the space of natural flavours and Naturex further complements our capabilities with its strong portfolio of plant extracts and natural ingredients across the food and beverage, nutrition and health and personal care sectors. We look forward to working with the management and shareholders of Naturex in the coming months to secure their support for the acquisition.”
Louie D’Amico, President Designate of Givaudan’s Flavour Division said: “Consumers around the world are increasingly demanding more natural and organic products from food and beverage companies. Naturex will be extremely complimentary to the acquisitions we have announced in this space over the last few years, namely Spicetec, Activ International, Vika and Centroflora Nutra.”
Company will be branded “Prodalim Italia”
Prodalim Group, one of the worlds’ biggest suppliers of raw materials and solutions in the beverage industry, announces the completion of the full acquisition of IFB srl.
IFB is a blending house located in the port of Livorno in Italy.
The company, that was founded on 1994, is a major supplier of juices, concentrates, multi fruit blends and compounds that focuses mainly in the Italian market.
In 2016, Prodalim acquired a minority stake in the company, and has now completed the full acquisition of the company.
Tsahi Berezovsky, prodalim CEO: “IFB has a great team and it is positioned perfectly to become the biggest supplier In the Italian market and its surroundings.
We are certain that by integrating IFB completely into prodalim, and leveraging on Prodalim standards, network of customers and suppliers, and our R&D capabilities, we create real synergies, that will bring great benefits to our customers in Italy and the neighbor countries.
The acquisition of IFB is a major part of our strategy to be as near as possible to our customers and to offer them the best solution in terms of service, efficient logistics and great flexibility.
Prodalim has created a “logistical triangle” stretched between Rotterdam, Valencia and Livorno, and we can reach each customer in Europe with an optimized and efficient solution.
This year our accelerated growth strategy, both organically as well as by acquisitions in Europe and North America will be a major part of our corporate focus. We will continue supplying our worldwide customers best of bread services and solutions.”
Further to the announcements made by Refresco on 25 July 2017 and 3 January 2018 regarding the acquisition of Cott’s bottling activities, Refresco announced that the UK Competition and Markets Authority (CMA) has in principle accepted the remedy proposed by Refresco. Refresco anticipates to complete the acquisition of Cott’s bottling activities on 30 January 2018.
On 3 January 2018, the CMA decided that the acquisition of Cott’s bottling activities by Refresco raises potential competition concerns in the United Kingdom for one specific category, juice drinks in PET using a special aseptic production process that allows them to be sold preservative-free and without refrigeration. In the UK, the combined company produces these products in only two factories, Bridgwater (Refresco) and Nelson (Cott).
To address the potential competition concerns raised by the CMA, Refresco in consultation with Cott, offered as a remedy to sell off the Aseptic PET facility at the Nelson site. This facility will be sold to a suitable buyer. Rabobank has been appointed to lead this sales process. Until all requirements are met, Refresco and Cott will continue to operate separately in the UK, while the integration in the other jurisdictions will start shortly after completion of the acquisition.
CEO Refresco, Hans Roelofs: “The acceptance of our remedy by the CMA is an important milestone on the path to completing this transformational acquisition of Cott’s bottling activities. We continue to fully cooperate with the CMA and to search for a suitable buyer in order to deliver on the required remedies. We will now focus on the next steps to completion and look forward to creating the world’s largest independent bottler with leadership positions across Europe and North America.”
Frutarom Industries Ltd. (“Frutarom”) announces the acquisition, via one of its subsidiaries, of the AB-Fortis® activities including a patent-protected micro-encapsulation technology that enables delivery of iron with increased biological absorption.
AB-Fortis is an advanced encapsulated iron system for delivering the recommended daily amount of iron in a single dose. It helps consumers avoid the common negative aspects and side effects of iron supplements, including metallic aftertaste, dental darkening, gastrointestinal upset, and nausea. AB-Fortis iron can be incorporated into fat-rich matrices, such as milk or yogurt, without causing oxidation. It is heat- and pH-stable. It will not accelerate oxidation of other components of a formulation, such as folate or omega-3 fatty acids. This makes it ideal for functional foods, infant nutrition and food supplements.
Iron deficiency constitutes a global health problem in developed and developing countries alike, and is particularly prevalent in children under the age of 6, for whom iron deficiency is associated with impaired psychomotor and cognitive development, as well as in pregnant women suffering from excess fatigue due to iron deficiency. Among these groups, the percentage of population suffering from iron deficiency reaches 20 % in developed countries and up to 60 % in some developing countries.
Frutarom acquired the technology and expanded its activity in the market after four years of experience developing applications in a wide range of food and beverage products.
Frutarom Industries Ltd., one of the world’s 10 largest companies in the field of flavors and natural specialty fine ingredients, continues its momentum of acquisitions and the implementation of its rapid and profitable growth strategy by announcing that it has signed an agreement for the purchase of 60 % of the shares of the Thai company The Mighty CO. LTD. (including the activity of Maharaj Food Co. Ltd. and Mighty International Co. Ltd., and hereinafter collectively: “Mighty”) for approximately THB 393 million (approx. US$ 12 million) (not including debt) and at a valuation of THB 655 million (approx. US$ 20 million) (not including debt).
In the framework of the transaction Frutarom will initially acquire 49 % of Mighty and, subject to a number of conditions precedent and regulatory approvals in Thailand, will raise its holdings to 60 %. The transaction includes a mechanism for future consideration subject to Mighty’s future performance and an option for the purchase of the balance of holdings in Mighty in two stages in periods beginning three years and five years from the date the transaction is completed. The first part of the transaction will be completed in the upcoming weeks and Frutarom estimates that raising its holdings to 60 % will be completed within several months. The acquisition will be financed by independent means and through bank debt.
Mighty’s sales turnover in the 12 months ended August 2017 totaled approx. THB 500 million (approx. US$ 15 million) after having registered average annual growth of 12 % over the past four years.
Mighty, which was founded in 1989, engages in the development, production and marketing of flavors, including savory taste solutions (the non-sweet spectrum of flavors). The company has a leading position in Thailand’s flavors market where there are very few producers of taste solutions, and is among the most innovative flavors companies in Southeast Asia based on independent R&D. In recent years Mighty has won a number of prizes as an innovative and leading flavors manufacturer in Southeast Asia. The company’s broad portfolio of solutions includes flavors, seasoning blends and marinades as well as specialty functional raw materials for the food and beverage industry with emphasis on the field of convenience foods, snacks, noodles, fish, meats, baked goods, beverages and dairy, and it has a portfolio of unique products and solutions adapted to Asian tastes based on the vast knowledge and experience of its managers. Mighty’s activity also includes unique solutions for producing raw materials for the fields of infant nutrition and elderly nutrition, and Frutarom intends to continue developing this activity in Thailand and in the countries of the region.
Approximately 60 % of Mighty’s activity consists of manufacturing taste solutions, with market leadership in the field of savory taste solutions, while 40 % is trade activity in specialty raw materials for the food, beverages and nutrition industries.
Refresco Group N.V. (Euronext Amsterdam: RFRG) announces it has received a new unsolicited, indicative and conditional proposal from PAI Partners SAS (PAI) on 3 October 2017. It regards a possible offer to acquire all 81.2 million issued shares in the company for EUR 19.75 per share, representing an aggregate cash consideration of EUR 1.6 billion. The offer includes Cott’s bottling activities, Refresco’s latest acquisition which is expected to see completion before year-end. The offer is subject to a number of conditions.
The Executive Board and the Supervisory Board of Refresco are, in line with their fiduciary duty, carefully reviewing the proposal, taking into account the interests of all Refresco’s stakeholders. Further announcements will be made if and when required.
Strengthens global offering of natural extracts
Givaudan, one the global leaders in flavours and fragrances, announced that it is acquiring the Nutrition Division of Centroflora Group, as part of its 2020 strategy to strengthen its global offering of natural extracts and further develop its presence in Brazil.
Centroflora’s Nutrition Division (Centroflora Nutra) manufactures botanical extracts and dehydrated fruits for the food, beverage and consumer goods sectors. It offers a wide variety of plant extracts from various regions of the world, with a particular focus on those from the great biodiversity of Brazil. With headquarters and a manufacturing facility in Botucatu, Brazil, Centroflora Nutra employs about 116 people and exports products globally.
While terms of the deal have not been disclosed, Centroflora Nutra’s business would have represented approximately CHF 17 million of incremental sales to Givaudan’s results in 2017 on a proforma basis. Givaudan plans to fund the transaction from existing resources and is expected to close early 2018.
Refresco Group N.V. announced that its shareholders have approved the acquisition of Cott’s bottling activities during an Extraordinary Shareholders Meeting held today. With this transformational acquisition, right at the heart of Refresco’s buy and build strategy, the company creates the world’s largest independent bottler with leadership positions across Europe and North America.
78.9 % of all outstanding ordinary shares were represented at the meeting. The resolution to approve (within the meaning of Section 2:107a of the Dutch Civil Code) the acquisition was adopted by 99.5 % of the votes cast. With this approval an important step is taken towards closing of the transaction, which is expected to take place in the 4th quarter of 2017, subject to the satisfaction of the remaining closing conditions, including regulatory approvals.
CEO Refresco, Hans Roelofs: “The bottling activities of Cott are a perfect strategic fit to our current activities. With this acquisition, we create a nationwide coverage in the US, the largest single soft drinks market globally, while adding significant capacity and extending our broad product portfolio in the UK. It is a unique, transformational transaction marking a step change in the industry. It reinforces our position as leading independent bottler for retailers and A-brands, creating a company with combined production volumes of approximately 12 billion liters across 59 production sites. After our entry in North America with the acquisition of Whitlock Packaging only a year ago, I am very proud to be able to significantly enlarge our presence in this region and provide our customers access to an enhanced global network. The process is on track to close in the fourth quarter of this year, providing significant value creation opportunities for all of our stakeholders.”
Prodalim Group (Prodalim), one of the leading suppliers of juices, concentrates and multiunit blends, has entered into an agreement to acquire the Louis Dreyfus Company (LDC) juice facility in Winter Garden, Florida.
The facility will allow Prodalim to sell and distribute its portfolio of juices, concentrates and compounds to North American clients. Upon closing, Prodalim will also provide storage, blending and tank loading services to LDC under a long term agreement.
The 27-acre facility is located near Orlando and it includes tank farms, cold storage rooms and a state of the art blending and compounding facility. The tank farm has a storage capacity of more than 12 million gallons / 60 thousand tons in addition to cold storage capacity of more than 15 thousand tons in drums.
Louis Dreyfus Company is a leading merchant and processor of agricultural goods globally. The juice business has been a key pillar of its diverse portfolio for over 25 years, comprising farming, processing and logistics assets in more than seventy countries, with global sales reach for orange, apple, lemon and lime juices and byproducts. The core focus of the business is to produce quality juices to serve and partner with customers around the world.
This transaction is aligned with LDC’s ongoing business goals to focus on core business areas while expanding juice sales distribution. As one of the largest suppliers of orange juice in the world, and to North America in particular, LDC will continue to serve its customers across the region by offering a variety of fruit juices, sourced from different origins.
Frutarom Industries Ltd. (“Frutarom”), one of the world’s 10 largest companies in the field of flavours and natural specialty fine ingredients, continues its momentum of acquisitions and the implementation of its rapid and profitable growth strategy by announced that it has signed an agreement for the purchase of 100 % of the shares of the UK company Flavours and Essences (UK) Ltd. (“F&E”) for approximately US$ 19.5 million (£ 15 million) and a mechanism for future consideration based on F&E’s future business performance over the period of three years from the purchase date. The transaction was completed upon signing and financed through bank debt.
According to F&E management reports, its sales turnover for the 12 months ending in July 2017 totaled approx. US$ 17.4 million (approx. £ 13.7 million) and it registered an average annual rate of growth for the past five years of over 20 %.
F&E, which was founded in 1998, engages in the development, production and marketing of flavours and natural colours. F&E operates a production site and R&D center in Blackburn, England, employs 41 people, and has a broad customer base in Europe, particularly in the UK and Ireland. F&E’s activity is synergetic with Frutarom’s activity in the field of flavours, activity which has grown in recent years by rates considerably higher than the market rate of growth, as well as with Frutarom’s developing activity in the field of natural food colours.
F&E’s founding owners and managers will continue contributing from their rich experience towards continued rapid and profitable growth of the activity.
Acquisition of Cott’s bottling activities
On July 25, 2017, Refresco announced the signing of a definitive agreement with Cott to acquire Cott’s bottling activities for $ 1.25 billion, creating the world’s largest independent bottler with leadership positions in Europe and North America. Cott’s bottling activities consist of 24 production sites in North America and 5 in the UK. It is a business with 2016 revenues of $ 1.7 billion[1], adjusted EBITDA of $ 136.5 million[2] and strong cash flow. The acquisition anticipates the expected retail brands market growth in the US driven by the expansion of hard discounters, expanding footprint of online retailers and macro factors enabling retail brands growth. The acquisition has significant synergy potential of around € 47 million. It will be more than 5 % earnings accretive already in the first full year of consolidation and considerably higher in the second and third year. The acquisition will be fully financed with debt. The company intends to issue € 200 million in new shares at the earliest opportunity. The transaction is expected to close in the second half of 2017.
Q2 2017 Highlights[3]
Volume increased 20.5 % to 2,052 million liters. Organic volume growth was 2.8 %.
Contract manufacturing volume increased to 37.7 % of total volume mainly driven by acquisitions.
Gross profit margin per liter amounted to 13.4 euro cents in line with the expected impact of last year’s acquisition in the US (Q2 2016: 14.0 euro cents). Like-for-like gross margin per liter was 13.9 euro cents.
Adjusted EBITDA amounted to € 66 million (Q2 2016: € 68 million).
Adjusted EPS was € 0.34 (Q2 2016: €0.37).
CEO Refresco, Hans Roelofs:
“In July we announced the acquisition of Cott’s bottling activities transforming Refresco into the world’s largest independent bottler. In combining the two companies we create nationwide coverage in the US – the largest single soft drinks market globally – while adding significant capacity and extending our broad product portfolio in the UK. This acquisition lies at the heart of our buy & build strategy and is a perfect fit with Refresco’s current activities. It taps into the expected private label growth in the US enabling us to support further growth of our core customers and it creates a US national platform for contract manufacturing. We look forward to presenting this exciting new development to shareholders for their approval at the Extraordinary General Meeting on September 5, 2017.
“Looking back at the second quarter results we are pleased to report strong volume growth in Europe and the US driven by acquisitions and organic growth. On a like-for-like basis volume in retail brands remained stable and contract manufacturing for A-brands was up double digit. Gross profit margin per liter was in line with our expectations. Volume fluctuations in the quarter and significant startup costs of recently installed production lines affected our results.”
[1] Based on US GAAP. [2] Based on US GAAP. [3] Change percentages and totals calculated before rounding.
JBT Corporation, the global technology solutions provider to high-value segments of the food and beverage industry, has announced the acquisition of UK-based PLF International Limited (PLF), a specialist manufacturer of filling machines for the fast-growing global powder product market. With demand increasing worldwide for powdered products, especially for powdered infant formula and nutraceuticals, the acquisition will enable JBT to bring PLF fillers – which combine with JBT’s own seamers – to a much wider marketplace.
Since 1994, PLF International has designed and manufactured what is considered to be one of the most flexible, user-friendly powder filling machines in the world. PLF’s range of filling machines are all built to facilitate the stringent demands of the food, beverage, cosmetics and pharmaceutical industries, being easy to clean with minimum giveaway and gentle product handling. They can be semi or fully automatic and are built so performance can be enhanced to meet production demands.
“JBT and PLF have collaborated on numerous, successful projects over the past 10 years,” said Tom Giacomini, Chairman, President and Chief Executive Officer. “Specifically, customers have purchased PLF fillers and JBT closers as part of an integrated solution. Adding PLF’s expertise and complementary products to Liquid Foods provides a valuable extension to our portfolio. Additionally, we can expand PLF’s business geographically and strengthen its aftermarket opportunities.”
“PLF provides a unique filler that is an improvement on most of the competition as there is very little product giveaway,” explained Carlos Fernandez, President and Managing Director of JBT’s Liquid Foods business. “PLF’s filler and ancillary products can be used in conjunction with JBT’s closer to complete an integrated line solution, so this is a very complementary acquisition for us, which will also give us access to the fast-developing powdered product market.” PLF Managing Director Mark Emond commented: “We were seeking a long-term steward for PLF going forward and feel comfortable that in JBT we have the ideal partner given that we have worked so well together in the past. With JBT’s focus on innovation, technology and customer care, we are leaving our business in the best possible hands.”
As well as powdered infant milk, the integration of PLF will also open the door for JBT to enter the powdered nutraceutical and added vitamin drink segment; a market that will again complement JBT’s existing business, Fernandez added.
AROL SpA – global point of reference in the design, production and distribution of capping and corking systems – has finalized, on July 21, 2017, the acquisition of UNIMAC-GHERRI, specialist in the production of filling and capping of glass containers with twist-off caps.
The acquisition of UNIMAC-GHERRI confirms the industrial project and the growth strategy of the Group – of which is also part FT System, specialized in non-destructive inspection and quality control both in line and in laboratory – which has the objective of expanding its offer, integrating it with high-tech machines with the aim to guarantee consumer protection.
In fact, AROL designs tailor-made solutions for food, beverage, wine & spirits, household care, personal care, pharmaceutical and chemical sectors. With FT System, the AROL group counts on more than 600 specialists and 14 operational branches in 4 continents. It manufactures over 700 closing systems and more than 500 control systems a year, with over 26.000 machines installed in the world.
“We are particularly pleased to have enriched our offer to our customers with the machines produced by UNIMAC-GHERRI, from over 30 years synonymous of quality and reliability in twist-off closures”, said Alberto Cirio, CEO of AROL SpA. “Thanks to the integration in AROL, we will be able to expand our commercial presence and after-sale all over the world, as well as to carry out quickly the important innovations to develop our systems and implement the digital transformation as required by the ultimate packaging installations”, said Renzo Tavaroli, CEO of UNIMAC-GHERRI.
Boxmore Packaging, with headquarters in Johannesburg, South Africa, will become a fully owned subsidiary of the Austrian packaging specialist ALPLA
ALPLA, a leading provider of plastic packaging worldwide, has bought an African market leader in the form of Boxmore Packaging. The company, headquartered in Samrand, Johannesburg, specialises in PET pre-forms, PET bottles and closures, and currently employs around 1,000 members of staff at nine locations.
‘The African continent is an attractive growth market for us. With the purchase of Boxmore Packaging, we now also have a broad basis for entering the market in South Africa, in addition to our activities with ALPLA TABA in North Africa’, says ALPLA CEO Günther Lehner. ALPLA has acquired 100 % of Boxmore Packaging. All employees and locations are being taken on by ALPLA, although it has been decided that the management structure will remain the same. The current board, under the leadership of Len Engelbrecht (Boxmore CEO), will continue to manage the existing Boxmore business, and in addition, take on responsibility for the integration and management of the existing ALPLA SA business. For the foreseeable future the company will continue to operate under the existing name as a member of the ALPLA Group.
Leaders in South Africa
Founded in 1995, Boxmore Packaging is seen as the market leader for PET pre-forms and bottles (ISBM technology), as well as closures, in southern Africa. Its headquarters are located in the industrial zone of Samrand near the South African city of Johannesburg. Around 1,000 employees currently manufacture approximately 4 billion of the aforementioned products each year at nine production locations. The customers of Boxmore Packaging are situated in more than 20 African countries, as well as on the islands in the Indian Ocean.
‘Both the products and customer structure of Boxmore Packaging suit our corporate structure very well’, emphasised Christoph Riedlsperger, ALPLA’s Regional Director for Africa, Middle East and Turkey. The active customer base includes numerous international consumer goods companies and long-term customers of ALPLA, but also local customers previously unknown to ALPLA. ‘With this acquisition, the biggest in the history of the company, we are taking a significant step towards our targets on the African continent,’ says Günther Lehner.
Len Engelbrecht is delighted with this strategic partnership saying, “Our combined ambition to prioritise growth in Africa is a very exciting opportunity and one that we’ll be exploring through Boxmore’s current footprint, and existing relationships in Sub-Saharan Africa.”
The takeover was signed on 5th of July 2017, implementation remains subject to the required legal and regulatory approval by the competition authorities. The contract parties have reached a confidentiality agreement regarding the financial details.
