|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
SYS-CON Events announced today that Commvault, a global leader in enterprise data protection and information management, has been named “Bronze Sponsor” of SYS-CON's 18th International Cloud Expo, which will take place on June 7–9, 2016, at the Javits Center in New York City, NY, and the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Commvault is a leading provider of data protection and information management...
Feb. 7, 2016 03:30 PM EST Reads: 370
The cloud promises new levels of agility and cost-savings for Big Data, data warehousing and analytics. But it’s challenging to understand all the options – from IaaS and PaaS to newer services like HaaS (Hadoop as a Service) and BDaaS (Big Data as a Service). In her session at @BigDataExpo at @ThingsExpo, Hannah Smalltree, a director at Cazena, will provide an educational overview of emerging “as-a-service” options for Big Data in the cloud. This is critical background for IT and data profes...
Feb. 7, 2016 02:45 PM EST Reads: 140
SYS-CON Events announced today that VAI, a leading ERP software provider, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. VAI (Vormittag Associates, Inc.) is a leading independent mid-market ERP software developer renowned for its flexible solutions and ability to automate critical business functions for the distribution, manufacturing, specialty retail and service sectors. An IBM Premier Business Part...
Feb. 7, 2016 02:00 PM EST Reads: 557
SYS-CON Events announced today that Alert Logic, Inc., the leading provider of Security-as-a-Service solutions for the cloud, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Alert Logic, Inc., provides Security-as-a-Service for on-premises, cloud, and hybrid infrastructures, delivering deep security insight and continuous protection for customers at a lower cost than traditional security solutions. Ful...
Feb. 7, 2016 01:45 PM EST Reads: 361
Fortunately, meaningful and tangible business cases for IoT are plentiful in a broad array of industries and vertical markets. These range from simple warranty cost reduction for capital intensive assets, to minimizing downtime for vital business tools, to creating feedback loops improving product design, to improving and enhancing enterprise customer experiences. All of these business cases, which will be briefly explored in this session, hinge on cost effectively extracting relevant data from ...
Feb. 7, 2016 01:30 PM EST
With the Apple Watch making its way onto wrists all over the world, it’s only a matter of time before it becomes a staple in the workplace. In fact, Forrester reported that 68 percent of technology and business decision-makers characterize wearables as a top priority for 2015. Recognizing their business value early on, FinancialForce.com was the first to bring ERP to wearables, helping streamline communication across front and back office functions. In his session at @ThingsExpo, Kevin Roberts...
Feb. 7, 2016 12:00 PM EST Reads: 344
SYS-CON Events announced today that Interoute, owner-operator of one of Europe's largest networks and a global cloud services platform, has been named “Bronze Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2015 at the Javits Center in New York, New York. Interoute is the owner-operator of one of Europe's largest networks and a global cloud services platform which encompasses 12 data centers, 14 virtual data centers and 31 colocation centers, with connections to 195 ad...
Feb. 7, 2016 11:30 AM EST Reads: 346
With an estimated 50 billion devices connected to the Internet by 2020, several industries will begin to expand their capabilities for retaining end point data at the edge to better utilize the range of data types and sheer volume of M2M data generated by the Internet of Things. In his session at @ThingsExpo, Don DeLoach, CEO and President of Infobright, will discuss the infrastructures businesses will need to implement to handle this explosion of data by providing specific use cases for filte...
Feb. 7, 2016 10:15 AM EST Reads: 108
As enterprises work to take advantage of Big Data technologies, they frequently become distracted by product-level decisions. In most new Big Data builds this approach is completely counter-productive: it presupposes tools that may not be a fit for development teams, forces IT to take on the burden of evaluating and maintaining unfamiliar technology, and represents a major up-front expense. In his session at @BigDataExpo at @ThingsExpo, Andrew Warfield, CTO and Co-Founder of Coho Data, will dis...
Feb. 7, 2016 07:00 AM EST Reads: 121
SYS-CON Events announced today that Fusion, a leading provider of cloud services, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Fusion, a leading provider of integrated cloud solutions to small, medium and large businesses, is the industry's single source for the cloud. Fusion's advanced, proprietary cloud service platform enables the integration of leading edge solutions in the cloud, including clou...
Feb. 6, 2016 03:30 PM EST Reads: 720
Most people haven’t heard the word, “gamification,” even though they probably, and perhaps unwittingly, participate in it every day. Gamification is “the process of adding games or game-like elements to something (as a task) so as to encourage participation.” Further, gamification is about bringing game mechanics – rules, constructs, processes, and methods – into the real world in an effort to engage people. In his session at @ThingsExpo, Robert Endo, owner and engagement manager of Intrepid D...
Feb. 5, 2016 09:00 PM EST Reads: 785
Eighty percent of a data scientist’s time is spent gathering and cleaning up data, and 80% of all data is unstructured and almost never analyzed. Cognitive computing, in combination with Big Data, is changing the equation by creating data reservoirs and using natural language processing to enable analysis of unstructured data sources. This is impacting every aspect of the analytics profession from how data is mined (and by whom) to how it is delivered. This is not some futuristic vision: it's ha...
Feb. 2, 2016 02:00 PM EST Reads: 412
WebRTC has had a real tough three or four years, and so have those working with it. Only a few short years ago, the development world were excited about WebRTC and proclaiming how awesome it was. You might have played with the technology a couple of years ago, only to find the extra infrastructure requirements were painful to implement and poorly documented. This probably left a bitter taste in your mouth, especially when things went wrong.
Feb. 2, 2016 04:30 AM EST Reads: 851
Learn how IoT, cloud, social networks and last but not least, humans, can be integrated into a seamless integration of cooperative organisms both cybernetic and biological. This has been enabled by recent advances in IoT device capabilities, messaging frameworks, presence and collaboration services, where devices can share information and make independent and human assisted decisions based upon social status from other entities. In his session at @ThingsExpo, Michael Heydt, founder of Seamless...
Feb. 1, 2016 05:00 AM EST Reads: 940
The IoT's basic concept of collecting data from as many sources possible to drive better decision making, create process innovation and realize additional revenue has been in use at large enterprises with deep pockets for decades. So what has changed? In his session at @ThingsExpo, Prasanna Sivaramakrishnan, Solutions Architect at Red Hat, discussed the impact commodity hardware, ubiquitous connectivity, and innovations in open source software are having on the connected universe of people, thi...
Jan. 31, 2016 09:00 PM EST Reads: 726
WebRTC: together these advances have created a perfect storm of technologies that are disrupting and transforming classic communications models and ecosystems. In his session at WebRTC Summit, Cary Bran, VP of Innovation and New Ventures at Plantronics and PLT Labs, provided an overview of this technological shift, including associated business and consumer communications impacts, and opportunities it may enable, complement or entirely transform.
Jan. 31, 2016 07:15 PM EST Reads: 1,146
There are so many tools and techniques for data analytics that even for a data scientist the choices, possible systems, and even the types of data can be daunting. In his session at @ThingsExpo, Chris Harrold, Global CTO for Big Data Solutions for EMC Corporation, showed how to perform a simple, but meaningful analysis of social sentiment data using freely available tools that take only minutes to download and install. Participants received the download information, scripts, and complete end-t...
Jan. 31, 2016 10:00 AM EST Reads: 1,217
For manufacturers, the Internet of Things (IoT) represents a jumping-off point for innovation, jobs, and revenue creation. But to adequately seize the opportunity, manufacturers must design devices that are interconnected, can continually sense their environment and process huge amounts of data. As a first step, manufacturers must embrace a new product development ecosystem in order to support these products.
Jan. 31, 2016 10:00 AM EST Reads: 812
Manufacturing connected IoT versions of traditional products requires more than multiple deep technology skills. It also requires a shift in mindset, to realize that connected, sensor-enabled “things” act more like services than what we usually think of as products. In his session at @ThingsExpo, David Friedman, CEO and co-founder of Ayla Networks, discussed how when sensors start generating detailed real-world data about products and how they’re being used, smart manufacturers can use the dat...
Jan. 30, 2016 07:45 PM EST Reads: 791
When it comes to IoT in the enterprise, namely the commercial building and hospitality markets, a benefit not getting the attention it deserves is energy efficiency, and IoT’s direct impact on a cleaner, greener environment when installed in smart buildings. Until now clean technology was offered piecemeal and led with point solutions that require significant systems integration to orchestrate and deploy. There didn't exist a 'top down' approach that can manage and monitor the way a Smart Buildi...
Jan. 30, 2016 03:45 PM EST Reads: 1,268