Barry Callebaut to acquire the Cocoa Ingredients Division from

Barry Callebaut to acquire the Cocoa Ingredients Division from Petra
Foods, Singapore 
ZURICH, SWITZERLAND -- (Marketwire) -- 12/11/12 --  Barry Callebaut /
Barry Callebaut to acquire the Cocoa Ingredients Division from Petra
Foods, Singapore
. Processed and transmitted by Thomson Reuters ONE.
The issuer is solely responsible for the content of this
announcement. 
Media / Analysts conference call / webcast today at 09:00am CET 
World's leading chocolate manufacturer to significantly strengthen
its position
in cocoa processing 


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

 
Zurich/Switzerland, December 12, 2012 - Barry Callebaut, the world's
leading
manufacturer of high-quality cocoa and chocolate products,
has reached an agreement with Petra Foods Ltd., Singapore to acquire
their Cocoa Ingredients
Division. Petra Foods' Cocoa Ingredients
Division is the largest cocoa products
supplier in Asia with a global
sales volume of 265,000 MT and 47,000 MT of co-manufacturing volumes
for large accounts, sales revenue of USD 1.3 billion (CHF
1.1
billion) and 1,700 employees in fiscal year 2011 (ended December 31,
2011).
The business has a significant global footprint across four
continents with 405,000 MT of bean-grinding capacity in seven
processing facilities, and four
sal
es offices. The integration of
Petra Foods' Cocoa Ingredients Division will
make Barry Callebaut the
largest global cocoa processor. The transaction also
includes a
long-term agreement with Petra Foods' branded consumer division
to
supply it with cocoa products covering 75% of its total needs. The
transaction
is subject to approval by Petra Foods' shareholders as
well as regulatory authorities. The closing of the transaction is
expected in summer 2013. 
Excellent strategic fit - supporting future global growth 
Andreas Jacobs, Chairman of Barry Callebaut, said: "This acquisition
is an excellent strategic fit that will support our future global
growth. The integration of Petra Foods' Cocoa Ingredients Division
into our Group is expected to strengthen Barry Callebaut's earnings
per share. This significant
transaction will allow us to continue our
expansion strategy in all regions and
capture additional
opportunities through outsourcing and partnership agreements
as well
as in Gourmet." 
Juergen Steinemann, Barry Callebaut's Chief Executive Officer, added:
"The acquisition marks a major step forward in the implementation of
our four- pillar
growth strategy. A stronger integrated position in
sustainable cocoa sourcing
and processing is important to keep
growing our chocolate business over- proportionally, especially in
emerging markets. The deal also allows us to become a strategic
supplier of specialty cocoa powders and meet the growing integrated
value chain requirements of our customers and partners.
Moreover,
Barry Callebaut will gain valuable know-how and become even
more global thanks
to all the new colleagues whom we will welcome
with open arms upon closing the
planned transaction." 
The acquisition is in line with Barry Callebaut's strategy for future
growth
based on the four pillars 1) Expansion, 2) Innovation, 3) Cost
Leadership and
4) Sustainable Cocoa: 


 
  * First, the acquisition will strengthen Barry Callebaut's cocoa
    position, which is crucial for supporting the company's attractive
    industrial chocolate growth and expanding its offering to industrial
    chocolate, outsourcing and gourmet customers. In addition, the
    acquisition will boost Barry Callebaut's sales volume in the fast
    growing emerging markets of Asia and Latin America by 65%. Their share
    of reported sales volume will therefore grow to 31% from 24%. The
    markets for cocoa powder are growing fast (by 2-5% per annum), mostly
    driven by emerging markets and increasing demand for a broad range of
    applications, such as cocoa-based beverages, compounds, fillings,
    bakery products and ice cream.
  * Second, the transaction will significantly expand Barry Callebaut's
    cocoa processing and cake & powder blending expertise and give it
    valuable market and management know-how in Asia.
  * Third, the acquisition will strengthen Barry Callebaut's cost
    leadership in cocoa processing by enlarging its footprint in
    cost-competitive production countries, partially replacing future
    investments in production capacities, and enabling product flow
    optimizations.
  * Fourth, Barry Callebaut will be able to strengthen and further
    diversify its cocoa sourcing and processing activities in origin
    countries by creating a second strong sourcing base in Asia, besides
    West Africa.

 
Financial impact of the transaction - creating value for all
stakeholders The planned acquisition will create value for all
stakeholders. The total consideration will be USD 950 million on a
cash/debt-free basis[1]. The book
value of the net assets of the
business to be acquired amounts to USD 784 million (CHF 737 million)
as of September 30, 2012[2]. 
It is planned to integrate Petra Foods' Cocoa Ingredients Division,
which is
highly complementary in terms of business, products and
geographies, into Barry
Callebaut. The run-rate synergy potential has
been calculated to amount to CHF
30 to 35 million, to be fully
achieved four years after closing the transaction.
These synergies
will result from an enhanced purchasing platform, optimized product
flows and overhead costs. To achieve these synergies, the group
estimates one-off costs at CHF 10 to 15 million, to be incurred
equally between
the first two years post transaction. Additionally the
Group estimates one- off
transaction costs of approximately CHF 10
million. 
The transaction is expected to be accretive to earnings per share on
a reported
basis in the second full year of consolidation (fiscal year
2014/15). 
Barry Callebaut mid-term guidance as of consolidation As of
consolidation Barry Callebaut envisages the following targets: 6-8%
volume
growth on average per year until 2015/16 and an EBIT per tonne
restored to Barry
Callebaut's pre-acquisition level by the end of the
same period, barring any
major unforeseen events. 
Financing 
Barry Callebaut will fund the transaction through a bridge loan from
banks. The
bridge loan will be replaced within 12 months by the
issuance of a combination
of equity and debt.  The transaction has
the full support of Jacobs Holding AG,
Barry Callebaut's majority
shareholder. 
Credit Suisse acted as exclusive financial advisor to Barry Callebaut
on this
transactio
n. 
[1]Adjustments to the consideration will be made at the date of
completion related to - amongst others - net debt and net working
capital. 
[2]Based on figures officially disclosed by Petra Foods Limited
pertaining to
its Cocoa Ingredients Division while the final scope of
the transaction slightly
differs and the values are subject to
adjustments at the completion of the transaction. 
Key figures (in CHF million) 


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

 
* The key figures shown in the table above are figures officially
disclosed by
Petra Food Limited pertaining to its Cocoa Ingredients
Division while the final
scope of the transaction slightly differs. 
(1)        Fiscal year 2011 segment results as reported, converted at
average
2011 FX rate of CHF 0.8869 per USD. 
(2)        Q3 (9M) Fiscal year 2012 segment results as reported,
converted at
average 9M Sep 2012 FX rate of CHF 0.9403 per USD. For
ease of reference, this
rate has also been used to translate the net
segment assets for both periods. 
*** 
More information on this acquisition will be provided today during a
conference
call / audio webcast for media, analysts & institutional
investors at 09:00am
CET. 
All dial-in and access details as well as the presentation can be
found on the
Barry Callebaut website. The presentation will be
available as of 08:30am CET. 
*** 
Barry Callebaut (www.barry-callebaut.com): 
With annual sales of about CHF 4.8 billion (EUR 4.0 billion / USD 5.2
billion)
for fiscal year 2011/12, Zurich-based Barry Callebaut is the
world's leading
manufacturer of high-quality cocoa and chocolate -
from the cocoa bean to the
finest chocolate product. Barry Callebaut
is present in 30 countries, operates
around 45 production facilities
and employs a diverse and dedicated workforce of about 6,000 people.
Barry Callebaut serves the entire food industry focusing on
industrial food manufacturers, artisans and professional users of
chocolate (such as chocolatiers, pastry chefs or bakers), the latter
with its two global
brands Callebaut((R)) and Cacao Barry((R)). Barry
Callebaut is the global leader in cocoa and chocolate innovations and
provides a comprehensive range of services in the fields of product
development, processing, training and marketing. Cost leadership is
another important reason why global as well as local food
manufacturers work together with Barry Callebaut. Through its broad
range of
sustainability initiatives and research activities, the
company works with farmers, farmer organizations and other partners
to help ensure future supplies
of cocoa and improve farmer
livelihoods. 
Petra Foods' Cocoa Ingredients
Division 
(www.petrafoods.com/business_cocoa_ingredients.html):
Headquartered in Singapore, Petra Foods Limited ("Petra Foods") is
one of the
world's major manufacturers and suppliers of cocoa
ingredients, as well as a
leading regional player in branded consumer
confectionery products. 
Petra Foods is built upon two complementary business divisions: 


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

 
Petra Foods has been listed on the Mainboard of the SGX-ST (Singapore)
since
November 2004. 
Petra Foods entered the cocoa ingredients business in 1988. The Cocoa
Ingredients Division has a strong heritage with a track record of
organic and
acquisition-led growth. 
With sales revenue of approximately USD 1.3 billion (CHF 1.1 billion)
in fiscal
year 2011 and about 1,700 employees, Petra Foods' Cocoa
Ingredients Division is the largest cocoa ingredients supplier in
Asia. 
It provides highly customized premium cocoa ingredients (cocoa
liquor, cocoa
butter, cocoa powder) to international food and beverage
companies around the
world. The products are marketed internationally
under the Delfi brand and in
Europe under the Nord Cacao brand. 
It has a significant global footprint with 405,000 MT grinding
capacity in 7
locations (Indonesia, Malaysia, Thailand; France,
Germany; Brazil, Mexico) and
operates 4 sales offices (Singapore,
Philippines; Netherlands, USA). Strategically located close to the
largest consuming markets Petra Foods' Cocoa
Ingredients Division
serves customers in more than 60 countries in a flexible,
expedient
and cost-effective manner. 
*** 
The complete news release can be downloaded from the following
link: 
Pictures: http://www.barry-callebaut.com/51?release=9574 
Media/Analysts conference call / webcast :
http://www.barry-callebaut.com/50?view=category,event=9543 
Press Release (PDF): http://hugin.info/100441/R/1664196/539853.pdf 
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the content, accuracy and      originality of the information
contained therein. 
Source: Barry Callebaut via Thomson Reuters ONE 
[HUG#1664196] 
Contacts
for investors and financial analysts:
Evelyn Nassar
Head of Investor Relations
Barry Callebaut AG
Phone: +41 43 204 04 23
evelyn_nassar@barry-callebaut.com 
for the media:
Raphael Wermuth
Head of Media Relations
Barr
y Callebaut AG
Phone: +41 43 204 04 58
raphael_wermuth@barry-callebaut.com 
for the media in Asia-Pacific:
Stephanie Batot
Executive Director
Grayling Asia
Phone: +65 9822 2231
stephanie.batot@grayling.com