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

Barry Callebaut successfully closes acquisition of the Cocoa Ingredients 
Division from Petra Foods 
ZURICH, SWITZERLAND -- (Marketwired) -- 07/01/13 --  Barry Callebaut
/ 
Barry Callebaut successfully closes acquisition of the Cocoa
Ingredients Division from Petra Foods 
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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]) 
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 (EUR 4.9 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(R)
and Cacao Barry(R). 
[1] Barring any major unforeseen events. 
The complete news release can be downloaded from the following link: 
News Release (PDF): http://hugin.info/100441/R/1713245/568683.pdf 
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the content, accuracy and      originality of the information
contained therein. 
Source: Barry Callebaut via Thomson Reuters ONE [HUG#1713245] 
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
Barry Callebaut AG
Phone: +41 43 204 04 58
raphael_wermuth@barry-callebaut.com
 
 
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