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

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

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

Creation of world's largest cocoa and chocolate manufacturer

  *Excellent strategic fit at the core of Barry Callebaut's existing
    business, supporting the company's overall growth
  *Creating the world's leading cocoa powder supplier, in addition to being
    the global leader in chocolate
  *Implementation of the integration master plan to start immediately,
    expected to be completed within 12-18 months
  *Purchase price approx. USD 860 million
  *Confirmed mid-term guidance as of consolidation: 6-8% average volume
    growth per year and EBIT per tonne restored to pre-acquisition level until
    2015/16^[1]

Zurich/Switzerland - July 1, 2013 - Barry Callebaut, the world's leading
manufacturer of high-quality cocoa and chocolate products, successfully closed
the acquisition of the Cocoa Ingredients Division from Singapore-based Petra
Foods Ltd. as planned on June 30, 2013, following approval from the regulatory
authorities. The combination of the two businesses makes Barry Callebaut the
world's largest cocoa and chocolate manufacturer, fully integrated from bean
sourcing to the manufacture of the finest chocolate products. It creates an
organization with over 8,000 employees, an estimated annual sales volume of
1.6 million tonnes and CHF 6 billion (EUR4.9 billion / USD 6.4 billion) in
sales revenue, as well as further diversifying Barry Callebaut's global
footprint to 50 factories on four continents.

Juergen Steinemann, Barry Callebaut's CEO, said: "The cocoa business we
acquired from Petra Foods is right at the core of Barry Callebaut, and we will
benefit from the know-how of our 1,800 new, highly motivated colleagues. It
will support the further growth of our existing chocolate business. Being now
also the largest global supplier of high-quality cocoa products, we will be
able to capture opportunities in the fast-growing markets for specialty cocoa
powders even better." Looking ahead, Mr. Steinemann added: "We are pleased
that with the successful closing of the transaction, we can start to implement
what we have prepared in the last six months and focus on the integration
process."

Excellent strategic fit - Highly complementary business - Mutually reinforcing
strengths
The acquisition of the Cocoa Ingredients Division is highly complementary to
Barry Callebaut's existing business and will support the further growth of the
company's chocolate business. It is a strategic investment and in line with
Barry Callebaut's strategy based on the four pillars Expansion, Innovation,
Cost Leadership and Sustainable Cocoa.
With the closing of the transaction, Barry Callebaut is broadening its
offering to industrial chocolate, outsourcing and Gourmet customers and
significantly expanding its sales volume in the fast-growing emerging markets.
The acquisition will add comprehensive cocoa processing and powder blending
expertise as well as a deep understanding of Asian and Latin American markets.
It will also reinforce Barry Callebaut's cost leadership in cocoa processing
by enlarging its footprint in cost-competitive production countries, partially
replacing future investments in production capacities, while also enabling
product flow optimizations. At the same time, Barry Callebaut will further
diversify its cocoa sourcing and processing activities in origin countries by
creating a second strong base in Asia, besides West Africa.

Integration of the newly acquired business
Since the signing of the transaction on December 12, 2012, a joint integration
taskforce has developed a master plan to integrate Petra Foods' Cocoa
Ingredients Division into Barry Callebaut. The implementation of the
integration starts immediately and is expected to take 12 to 18 months.
Barry Callebaut will maintain its regional structure - including Region Europe
(Western Europe and EEMEA), Region Americas and Region Asia-Pacific - and
continue to run its cocoa business (now called 'Global Cocoa') globally. The
newly acquired business will be integrated into Global Cocoa.
In terms of consolidation, two months of the former Cocoa Ingredients Division
will be included in Barry Callebaut's annual reporting for fiscal year 2012/13
(ending August 31, 2013).

Financing of acquisition completed
Based on adjustments for working capital and other items, the purchase price
for Petra Foods' Cocoa Ingredients Division will be approximately USD 860
million, subject to final adjustments following the closing.
For the financing of the acquisition, Barry Callebaut placed USD 400 million
of senior notes due 2023 on June 13, 2013, with a 5.5% coupon. In addition,
the company issued new registered shares on June 14, 2013, for USD 300 million
utilizing the authorized share capital as approved by the Extraordinary
General Meeting of Shareholders on April 22, 2013. The new shares were placed
through an accelerated bookbuilding procedure by way of a private placement.
The remainder will be financed through the partial utilization of an existing
bridge loan.

Confirmed new mid-term guidance as of consolidation
As announced on December 12, 2012, Barry Callebaut issued a new mid-term
guidance valid as of consolidation, which is unchanged average volume growth
of 6-8% per year until fiscal year 2015/16 and EBIT per tonne restored to
Barry Callebaut's pre-acquisition level by the end of the same period, barring
any major unforeseen events.

                                     ***

Barry Callebaut (www.barry-callebaut.com):
With annual sales of about CHF 4.8 billion (EUR 4.0 billion / USD 5.2 billion)
in fiscal year 2011/12, Zurich-based Barry Callebaut is the world's leading
manufacturer of high-quality cocoa and chocolate products - from sourcing and
transforming cocoa beans to producing the finest chocolate, including
chocolate fillings, decorations and compounds. Combined with the recently
acquired cocoa ingredients business from Petra Foods, Barry Callebaut
generates estimated annual sales of CHF 6 billion (EUR 4.9 billion / USD 6.4
billion), runs around 50 production facilities worldwide, sells its products
in over 100 countries and employs a diverse and dedicated workforce of more
than 8,000 people.
Barry Callebaut serves the entire food industry, from industrial food
manufacturers to artisanal and professional users of chocolate, such as
chocolatiers, pastry chefs, bakers, hotels, restaurants or caterers. The two
global brands catering to the specific needs of these customers are
Callebaut^® and Cacao Barry^®.

                                     ***

Contacts:
for investors and financial analysts: for the media:
Evelyn Nassar                         Raphael Wermuth
Head of Investor Relations            Head of Media Relations
Barry Callebaut AG                    Barry Callebaut AG
Phone: +41 43 204 04 23               Phone: +41 43 204 04 58
evelyn_nassar@barry-callebaut.com     raphael_wermuth@barry-callebaut.com

[1]Barring any major unforeseen events.

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

News Release (PDF)

------------------------------------------------------------------------------

This announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.

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

Source: Barry Callebaut via Thomson Reuters ONE
HUG#1713245

--- End of Message ---

Barry Callebaut
P.O. Box Zurich Switzerland

WKN: 914661;ISIN: CH0009002962;
 
Press spacebar to pause and continue. Press esc to stop.