|By Marketwired .||
|December 11, 2012 08:44 PM EST||
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 sales 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. 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.
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.
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 transaction.
Adjustments to the consideration will be made at the date of completion related to - amongst others - net debt and net working capital.
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(®) and Cacao Barry(®). 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:
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
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
for investors and financial analysts:
Head of Investor Relations
Barry Callebaut AG
Phone: +41 43 204 04 23
for the media:
Head of Media Relations
Barry Callebaut AG
Phone: +41 43 204 04 58
for the media in Asia-Pacific:
Phone: +65 9822 2231
A strange thing is happening along the way to the Internet of Things, namely far too many devices to work with and manage. It has become clear that we'll need much higher efficiency user experiences that can allow us to more easily and scalably work with the thousands of devices that will soon be in each of our lives. Enter the conversational interface revolution, combining bots we can literally talk with, gesture to, and even direct with our thoughts, with embedded artificial intelligence, wh...
Jun. 28, 2016 02:00 PM EDT Reads: 1,110
The IoT is changing the way enterprises conduct business. In his session at @ThingsExpo, Eric Hoffman, Vice President at EastBanc Technologies, discussed how businesses can gain an edge over competitors by empowering consumers to take control through IoT. He cited examples such as a Washington, D.C.-based sports club that leveraged IoT and the cloud to develop a comprehensive booking system. He also highlighted how IoT can revitalize and restore outdated business models, making them profitable ...
Jun. 28, 2016 01:59 PM EDT
Machine Learning helps make complex systems more efficient. By applying advanced Machine Learning techniques such as Cognitive Fingerprinting, wind project operators can utilize these tools to learn from collected data, detect regular patterns, and optimize their own operations. In his session at 18th Cloud Expo, Stuart Gillen, Director of Business Development at SparkCognition, discussed how research has demonstrated the value of Machine Learning in delivering next generation analytics to imp...
Jun. 28, 2016 01:00 PM EDT Reads: 794
The cloud market growth today is largely in public clouds. While there is a lot of spend in IT departments in virtualization, these aren’t yet translating into a true “cloud” experience within the enterprise. What is stopping the growth of the “private cloud” market? In his general session at 18th Cloud Expo, Nara Rajagopalan, CEO of Accelerite, explored the challenges in deploying, managing, and getting adoption for a private cloud within an enterprise. What are the key differences between wh...
Jun. 28, 2016 12:45 PM EDT Reads: 934
Connected devices and the industrial internet are growing exponentially every year with Cisco expecting 50 billion devices to be in operation by 2020. In this period of growth, location-based insights are becoming invaluable to many businesses as they adopt new connected technologies. Knowing when and where these devices connect from is critical for a number of scenarios in supply chain management, disaster management, emergency response, M2M, location marketing and more. In his session at @Th...
Jun. 28, 2016 12:00 PM EDT Reads: 1,114
Basho Technologies has announced the latest release of Basho Riak TS, version 1.3. Riak TS is an enterprise-grade NoSQL database optimized for Internet of Things (IoT). The open source version enables developers to download the software for free and use it in production as well as make contributions to the code and develop applications around Riak TS. Enhancements to Riak TS make it quick, easy and cost-effective to spin up an instance to test new ideas and build IoT applications. In addition to...
Jun. 28, 2016 10:30 AM EDT Reads: 448
When people aren’t talking about VMs and containers, they’re talking about serverless architecture. Serverless is about no maintenance. It means you are not worried about low-level infrastructural and operational details. An event-driven serverless platform is a great use case for IoT. In his session at @ThingsExpo, Animesh Singh, an STSM and Lead for IBM Cloud Platform and Infrastructure, will detail how to build a distributed serverless, polyglot, microservices framework using open source tec...
Jun. 28, 2016 10:00 AM EDT Reads: 427
Apixio Inc. has raised $19.3 million in Series D venture capital funding led by SSM Partners with participation from First Analysis, Bain Capital Ventures and Apixio’s largest angel investor. Apixio will dedicate the proceeds toward advancing and scaling products powered by its cognitive computing platform, further enabling insights for optimal patient care. The Series D funding comes as Apixio experiences strong momentum and increasing demand for its HCC Profiler solution, which mines unstruc...
Jun. 28, 2016 10:00 AM EDT Reads: 327
IoT offers a value of almost $4 trillion to the manufacturing industry through platforms that can improve margins, optimize operations & drive high performance work teams. By using IoT technologies as a foundation, manufacturing customers are integrating worker safety with manufacturing systems, driving deep collaboration and utilizing analytics to exponentially increased per-unit margins. However, as Benoit Lheureux, the VP for Research at Gartner points out, “IoT project implementers often ...
Jun. 28, 2016 09:45 AM EDT Reads: 426
It is one thing to build single industrial IoT applications, but what will it take to build the Smart Cities and truly society changing applications of the future? The technology won’t be the problem, it will be the number of parties that need to work together and be aligned in their motivation to succeed. In his Day 2 Keynote at @ThingsExpo, Henrik Kenani Dahlgren, Portfolio Marketing Manager at Ericsson, discussed how to plan to cooperate, partner, and form lasting all-star teams to change t...
Jun. 28, 2016 09:30 AM EDT Reads: 1,288
In his general session at 18th Cloud Expo, Lee Atchison, Principal Cloud Architect and Advocate at New Relic, discussed cloud as a ‘better data center’ and how it adds new capacity (faster) and improves application availability (redundancy). The cloud is a ‘Dynamic Tool for Dynamic Apps’ and resource allocation is an integral part of your application architecture, so use only the resources you need and allocate /de-allocate resources on the fly.
Jun. 28, 2016 08:30 AM EDT Reads: 1,212
Presidio has received the 2015 EMC Partner Services Quality Award from EMC Corporation for achieving outstanding service excellence and customer satisfaction as measured by the EMC Partner Services Quality (PSQ) program. Presidio was also honored as the 2015 EMC Americas Marketing Excellence Partner of the Year and 2015 Mid-Market East Partner of the Year. The EMC PSQ program is a project-specific survey program designed for partners with Service Partner designations to solicit customer feedbac...
Jun. 28, 2016 08:00 AM EDT Reads: 454
In his keynote at 18th Cloud Expo, Andrew Keys, Co-Founder of ConsenSys Enterprise, provided an overview of the evolution of the Internet and the Database and the future of their combination – the Blockchain. Andrew Keys is Co-Founder of ConsenSys Enterprise. He comes to ConsenSys Enterprise with capital markets, technology and entrepreneurial experience. Previously, he worked for UBS investment bank in equities analysis. Later, he was responsible for the creation and distribution of life sett...
Jun. 28, 2016 08:00 AM EDT Reads: 1,320
There are several IoTs: the Industrial Internet, Consumer Wearables, Wearables and Healthcare, Supply Chains, and the movement toward Smart Grids, Cities, Regions, and Nations. There are competing communications standards every step of the way, a bewildering array of sensors and devices, and an entire world of competing data analytics platforms. To some this appears to be chaos. In this power panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, Bradley Holt, Developer Advocate a...
Jun. 27, 2016 12:00 PM EDT Reads: 881
Cloud computing is being adopted in one form or another by 94% of enterprises today. Tens of billions of new devices are being connected to The Internet of Things. And Big Data is driving this bus. An exponential increase is expected in the amount of information being processed, managed, analyzed, and acted upon by enterprise IT. This amazing is not part of some distant future - it is happening today. One report shows a 650% increase in enterprise data by 2020. Other estimates are even higher....
Jun. 26, 2016 05:00 PM EDT Reads: 1,346
SYS-CON Events announced today that Bsquare has been named “Silver Sponsor” of SYS-CON's @ThingsExpo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. For more than two decades, Bsquare has helped its customers extract business value from a broad array of physical assets by making them intelligent, connecting them, and using the data they generate to optimize business processes.
Jun. 26, 2016 05:00 PM EDT Reads: 1,254
Internet of @ThingsExpo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The Internet of Things (IoT) is the most profound change in personal and enterprise IT since the creation of the Worldwide Web more than 20 years ago. All major researchers estimate there will be tens of billions devices - comp...
Jun. 26, 2016 04:00 PM EDT Reads: 1,308
19th Cloud Expo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Meanwhile, 94% of enterpri...
Jun. 26, 2016 04:00 PM EDT Reads: 1,389
The 19th International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Digital Transformation, Microservices and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding business opportuni...
Jun. 26, 2016 12:00 PM EDT Reads: 1,334
Internet of @ThingsExpo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with the 19th International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world and ThingsExpo Silicon Valley Call for Papers is now open.
Jun. 26, 2016 12:00 PM EDT Reads: 1,165