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Glanbia plc, the Better Nutrition company, announced that it has entered into an agreement with the shareholders of Aroma Holding Company, LLC and related entities, the owners of Flavor Producers LLC to acquire the business for an initial consideration of USD 300 million plus deferred consideration (the “Transaction”).

Transaction overview and rationale

Flavor Producers is a leading flavour platform in the US, providing flavours and extracts to the food and beverage industries, with a focus on organic and natural ingredients. Glanbia will operate Flavor Producers within its Glanbia Nutritionals (“GN”), Nutritional Solutions business (“NS” or “Nutritional Solutions”).

The Transaction is consistent with Glanbia’s strategy of acquiring complementary businesses to grow its Better Nutrition platforms. Flavor Producers significantly expands NS’s flavours offering, bringing new capabilities in the attractive and growing natural and organic flavours market which are aligned with long term consumer trends.

Transaction highlights include:

  • Flavor Producers is a leading independent flavours business in the US which represents a synergistic fit with the existing flavours capability of NS;
  • Acquiring an established platform with a 40 year plus history, a strong team and a track record of innovation;
  • Excellence in R&D and proprietary ingredients with best-in-class formulation capabilities. Extensive flavour library and vertical integration into flavour extracts, facilitating clean label solutions;
  • Financially attractive margin and growth profile which will improve business mix within NS; and
  • Consistent with Glanbia’s balanced capital allocation framework and retaining a strong financial position post Transaction.
  • Transaction consideration, financing and closing

The initial consideration is USD 300 million with an additional deferred payment of up to USD 55 million, conditional on performance in 2024. Final consideration will also be impacted by the value of actual working capital and customary completion accounts at closing. The Transaction will be financed by Glanbia’s existing banking facilities and cash. Glanbia has a strong balance sheet with net debt of USD 248.7million at the end of FY 2023, a net debt to adjusted EBITDA ratio of 0.5 times and USD 1.3 billion of committed debt facilities.

It is anticipated that the Transaction will close in the first half of FY 2024 subject to customary closing conditions and agreed completion accounts.

The Transaction is expected to be marginally accretive to Glanbia’s adjusted earnings per share in its first full year of ownership.

The Company’s current EUR 100 million buyback programme announced on 28 February 2024 is ongoing and is unaffected by this Transaction.

About Flavor Producers
Flavor Producers was founded in 1981 as a family business in Valencia, California. They pioneered the development of natural and organic flavours by sourcing raw materials from nature. Plant-based flavour and extract creation is the Company’s specialty, with unique technologies that deliver transparently delicious taste to food and beverages. Today, Flavor Producers is a leading developer and manufacturer of natural and organic flavours in North America. Flavor Producers serves leading FMCG companies as well as high growth and emerging consumer brands.
In the 12 months to February 2024, Flavor Producers delivered USD 86.1 million net sales and adjusted EBITDA (before non-recurring costs) of USD 19.7 million. The gross assets of Flavor Producers as at February 2024 were USD 321 million.

Glanbia plc, the Better Nutrition company, announced that it has entered into an agreement with the shareholders of Aroma Holding Company, LLC and related entities, the owners of Flavor Producers LLC to acquire the business for an initial consideration of USD 300 million plus deferred consideration (the “Transaction”).

Transaction overview and rationale

Flavor Producers is a leading flavour platform in the US, providing flavours and extracts to the food and beverage industries, with a focus on organic and natural ingredients. Glanbia will operate Flavor Producers within its Glanbia Nutritionals (“GN”), Nutritional Solutions business (“NS” or “Nutritional Solutions”).

The Transaction is consistent with Glanbia’s strategy of acquiring complementary businesses to grow its Better Nutrition platforms. Flavor Producers significantly expands NS’s flavours offering, bringing new capabilities in the attractive and growing natural and organic flavours market which are aligned with long term consumer trends.

Transaction highlights include:

  • Flavor Producers is a leading independent flavours business in the US which represents a synergistic fit with the existing flavours capability of NS;
  • Acquiring an established platform with a 40 year plus history, a strong team and a track record of innovation;
  • Excellence in R&D and proprietary ingredients with best-in-class formulation capabilities. Extensive flavour library and vertical integration into flavour extracts, facilitating clean label solutions;
  • Financially attractive margin and growth profile which will improve business mix within NS; and
  • Consistent with Glanbia’s balanced capital allocation framework and retaining a strong financial position post Transaction.

Transaction consideration, financing and closing

The initial consideration is USD 300 million with an additional deferred payment of up to USD 55 million, conditional on performance in 2024. Final consideration will also be impacted by the value of actual working capital and customary completion accounts at closing. The Transaction will be financed by Glanbia’s existing banking facilities and cash. Glanbia has a strong balance sheet with net debt of USD 248.7million at the end of FY 2023, a net debt to adjusted EBITDA ratio of 0.5 times and USD 1.3 billion of committed debt facilities.

It is anticipated that the Transaction will close in the first half of FY 2024 subject to customary closing conditions and agreed completion accounts.

The Transaction is expected to be marginally accretive to Glanbia’s adjusted earnings per share in its first full year of ownership.

The Company’s current EUR 100 million buyback programme announced on 28 February 2024 is ongoing and is unaffected by this Transaction.

About Flavor Producers
Flavor Producers was founded in 1981 as a family business in Valencia, California. They pioneered the development of natural and organic flavours by sourcing raw materials from nature. Plant-based flavour and extract creation is the Company’s specialty, with unique technologies that deliver transparently delicious taste to food and beverages. Today, Flavor Producers is a leading developer and manufacturer of natural and organic flavours in North America. Flavor Producers serves leading FMCG companies as well as high growth and emerging consumer brands.
In the 12 months to February 2024, Flavor Producers delivered USD 86.1 million net sales and adjusted EBITDA (before non-recurring costs) of USD 19.7 million. The gross assets of Flavor Producers as at February 2024 were USD 321 million.

FDL, with USD 120 million in projected 2023 sales, offers significant innovation capabilities along with strong presence in USD 900 billion European foodservice channel

ADM, a global leader in human and animal nutrition, announced that it has reached an agreement to acquire UK-based FDL, a leading developer and producer of premium flavour and functional ingredient systems.

FDL, with projected 2023 sales of approximately USD 120 million, operates three production facilities and two customer innovation centers, all in the United Kingdom. The company’s approximately 235 colleagues, which include about 40 dedicated innovation specialists, have created more than 10,000 proprietary flavour formulations that enable accelerated speed to market. FDL’s customers span channels, and include a significant presence in the USD 900 billion European foodservice segment.

ADM is continuing to add to its broad portfolio of flavour ingredients and solutions as it builds a global leader in nutrition. Since acquiring WILD Flavors in 2014, ADM has added multiple new offerings to its flavours portfolio through acquisitions, including dairy via yesterday’s announcement of Revela Foods; savory via Eatem Foods; citrus via Florida Chemical Company and Erich Ziegler Citrus; and vanilla via Rodelle. The company has also expanded its flavours capabilities globally with acquisitions like Flavor Infusion South America; organic investments like its Pinghu, China, flavour production facility and the expansion of its Berlin flavour facility; and its growing network of innovation centers spanning Europe, Asia, Latin America and North America.

The acquisition is subject to customary closing conditions. ADM intends to complete the transaction by end of January 2024.

Azelis, a leading global innovation service provider in the specialty chemicals and food ingredients industry, announces that it has reached an agreement to acquire a majority stake in Ashapura Aromas Private Limited, a leading distributor of ingredients in the flavours & fragrances market in India.

This acquisition provides Azelis with a strong F&F platform in Asia Pacific, creating a global F&F network, following its 2021 acquisitions of Vigon in the US and Quimdis in France, serving the Americas and EMEA regions respectively. Ashapura’s extensive product portfolio strategically complements the group’s lateral value chain in the fast-growing F&F market segment, strengthening the offering and technical expertise Azelis provides to customers.

Founded in 2003 and headquartered in Mumbai, Ashapura is the leading distributor of F&F ingredients in India, representing more than 225 principals with well-established partnerships and serving over 900 customers globally through the breadth and depth of its portfolio of products. Ashapura’s 100 plus employees will join Azelis, along with founders and owners Ajaykiran and Nayan Gudka, who will remain to lead the business post-integration. The transaction is expected to close before the end of the third quarter, after fulfilment of customary closing conditions.

Tate & Lyle PLC, a leading global provider of food and beverage ingredients and solutions, announces that it has signed an agreement to acquire Quantum Hi-Tech (Guangdong) Biological Co., Ltd (Quantum), a leading prebiotic dietary fibre business in China from ChemPartner Pharmatech Co., Ltd (ChemPartner) for a total consideration of USD 237 million.

Quantum engages in the research, development, production and sale of fructo-oligosaccharides (FOS) and galacto-oligosaccharides (GOS). Together, FOS (from sucrose) and GOS (from milk sugar/lactose) represent around 25 % of the global dietary fibres market which is forecast to grow at around 6 % per annum. In China, which currently represents the majority of Quantum’s sales, the FOS and GOS market is forecast to grow at around 10 % per annum.

The acquisition of Quantum significantly strengthens Tate & Lyle’s position as a leading global player in dietary fibres, bringing a high-quality portfolio of speciality fibres, strong R&D capabilities and proprietary manufacturing processes and technologies. The acquisition expands Tate & Lyle’s ability to provide added-fibre solutions for its customers across a range of categories including dairy, beverages, bakery and nutrition (including infant nutrition), and to meet growing consumer interest in gut health. It also significantly expands Tate & Lyle’s presence in China and Asia, and extends its capabilities to create solutions across food and drink utilising its leading speciality ingredient portfolio.

The transaction is subject to approval by the shareholders of ChemPartner, a public company listed in China, of which Quantum is a wholly-owned subsidiary. At completion, consideration will be paid in cash for 100 % of the equity interests in Quantum. For the 11 months ended 30 November 2021, Quantum generated revenue of USD 46 million and EBITDA of USD 14 million. The acquisition is expected to be accretive to revenue growth and EBITDA margin for Tate & Lyle in the first year of ownership.

Quantum produces its range of FOS and GOS fibres at its production site in Guangdong Province, Southern China. The management team of Quantum will join Tate & Lyle at completion. Closing of the transaction is expected to occur in the second quarter of calendar year 2022.

Investment to grow critical infrastructure of leading global beverage solutions provider

Refresco Group B.V., one of the largest independent beverage contract manufacturers in the world, and KKR, a leading global investment firm, announced that KKR has signed a definitive agreement to acquire a majority stake in Refresco, with Refresco’s existing investors, PAI Partners and British Columbia Investment Management Corporation (“BCI”), maintaining a significant minority position. Terms of the transaction, which is subject to closing conditions, were not disclosed.

Founded in 1999, Refresco is a global independent beverage solutions provider for retailers and branded beverage companies with pan-regional coverage in Europe and North America through its network of bottling, warehousing, logistics and other operational assets. The Company’s production platform includes over 70 majority-owned manufacturing sites in Europe, the U.S., Canada and Mexico, providing customers with close proximity and a reliable service across geographies. Refresco has built long-standing relationships with its customers by partnering to support material planning, procurement, manufacturing, warehousing, fulfillment, and distribution.

KKR will support Refresco as it expands its global and strategically located footprint to better serve existing and new customers through a range of formats and channels. The Company will build on its ability to manufacture high quality products that meet the growing demand for sustainable beverage solutions, with a focus on sustainable sourcing, responsible production and environmentally friendly operations.

“We are very pleased to welcome KKR, one of the world’s most prominent investment firms, as our new majority owner. We are proud that PAI and BCI will continue as shareholders, which is a testament to our successful value creation,” said Hans Roelofs, CEO of Refresco. “To support further growth, we have explored the various alternatives available to us and believe that the investment by KKR is an incredibly positive development for the Company. Like our existing shareholders, KKR is supportive of our strategy and will bring operational expertise, access to capital and a well-established network to support us in our growth, innovation and M&A strategy. Our focus of growing alongside our customers, combined with expanding into new categories and geographies, remains unchanged. I look forward to this new chapter, and for all our employees and customers to capitalize on the opportunities ahead of us.”

“Refresco has established itself as an industry leader supporting the global beverage industry with a blue-chip global customer base, an experienced and highly regarded management team, and an impressive network of assets that provides compelling value to customers. The Company also has a strong commitment to sustainability, which is an important differentiator for its customers,” said James Cunningham, Partner at KKR. “We look forward to leveraging our operational expertise from across the KKR platform to support the Company’s continued growth and further advance the sustainability of its value chain.”

“We are proud to have been instrumental in Refresco’s growth since we initiated our investment with BCI in 2018,” said Frédéric Stévenin, Managing Partner of PAI Partners. “We are even more excited about the prospect of continuing to stay a part of Refresco’s strong growth trajectory alongside KKR. We are convinced of Refresco’s unique value-add capabilities, its growth initiatives and a proven M&A track record, and we look forward to the next phase of this journey.”

“As an institutional investor with a long-term perspective, supporting strong management teams and market leading companies is core to our private equity program. We are in full agreement with Frédéric’s comments and are very happy to continue this partnership with management, PAI and KKR,” said Julian Remedios, Senior Managing Director, Private Equity, BCI.

KKR is making this investment primarily through its Global Infrastructure strategy, which was established in 2008. Since that time, KKR has been one of the most active infrastructure investors around the world with a team of more than 70 dedicated investment professionals. The firm currently oversees approximately $ 40 billion in infrastructure assets and has made over 60 infrastructure investments across a range of sub-sectors and geographies.

About KKR
KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries.

SIG has entered into an agreement to acquire 100 % of Scholle IPN, a privately held company, for an enterprise value of EUR 1.361 billion and an equity value of EUR 1.05 billion. The transaction will be funded through 33.75 million SIG shares issued from existing authorised capital and EUR 370 million cash; the existing debt of Scholle IPN will be refinanced at closing. The transaction is expected to close before the end of the third quarter of 2022 subject to customary closing conditions.

This acquisition diversifies SIG’s exposure to growing and resilient end-markets. SIG’s portfolio of market-leading sustainable food and beverage carton solutions will be expanded into bag-in-box and spouted pouches for retail, institutional and industrial customers. SIG and Scholle IPN have many similarities and are highly complementary businesses in terms of systems and product offering. The combination will unlock significant growth opportunities and value.

Founded in 1945, Scholle IPN is a leading innovator in sustainable packaging with a systems offering. It is the inventor of and global leader in bag-in-box (2 l –1,500 l capacity) and the number two in spouted pouches (50 ml – 500 ml capacity). The acquisition will therefore expand SIG’s portfolio into both larger and smaller formats. Scholle IPN is headquartered in the USA and has approximately 2,100 employees globally. Revenue in the twelve months to 31 December 2021 was EUR 474 million with adjusted EBITDA of EUR 90 million (adjusted EBITDA margin c.19 %)2. The USA accounts for around 55 % of revenue and the acquisition will significantly increase SIG’s presence in this large and attractive market. It will also enable the expansion of the Scholle IPN portfolio into the emerging markets of Asia Pacific, Latin America and Middle East Africa, where SIG has a well-established presence.

With this acquisition, SIG will be able to offer the most sustainable packaging solutions across a wide range of categories and product sizes. Growth in bag-in-box is being driven by the shift from rigid to flexible packaging which significantly reduces the amount of material needed to package the product. Scholle IPN has a longstanding focus on sustainability and on the light-weighting of both packaging and fitments. It is a pioneer in the development of mono-materials which are designed for recycling. Joining together the R&D capabilities of the two companies will deliver more value to customers by advancing the development of material and aseptic technology to reduce carbon emissions and food waste.

Around 70 % of Scholle IPN revenues are in food and beverages which will underpin the resilience already demonstrated by SIG’s business. The acquisition will enable SIG to build on its core strength in aseptic technology and to expand its use in both pouches and bag-in-box. It will also drive SIG’s expansion into new categories such as wine and water. Like SIG, Scholle IPN has developed long-standing customer relationships and the acquisition brings multiple cross-selling opportunities, as well as potential for an enhanced service offering for the combined customer base. In addition, run-rate cost synergies of EUR 17 million will be generated in areas such as procurement and manufacturing efficiencies.

1At current USD/EUR exchange rate
2Unaudited. At 2021 average USD/EUR exchange rate

Strategic, asset-light expansion into functional beverages increases Halo’s addressable market and near-term revenue opportunity

Halo Collective Inc. announced that it is strategically expanding into the functional beverage market with a proposed stock-based acquisition of private company operating as H2C Beverages and the entering into of a distribution and manufacturing agreement with Elegance Brands Inc. Pursuant to the terms of the Distribution Agreement, Elegance has agreed to purchase USD30 million of Halo’s H2C and Hushrooms™ branded products during the 24-month period following the launch of the products and to distribute these products to retail outlets in respective legal states across the United States.

Kiran Sidhu, Halo’s Chief Executive Officer, commented, “Nootropic nutraceuticals is a relatively new health category that we believe is poised for robust growth. Our strategic acquisition of H2C Beverages will bolster Halo’s growth opportunities, even as the recreational cannabis industry faces over-supply issues in our California and Oregon markets. Elegance Brands is the perfect partner to manage and distribute H2C and our functional mushroom brand Hushrooms to mainstream consumers.”

Added Raj Beri, Elegance’s CEO and Founder, “Elegance has successfully established a distribution network with a potential reach to tens of thousands of outlets nationwide that uniquely positions for the significant growth expected in the beverages and functional mushroom markets. We believe that Halo’s innovative line of products will be strong sellers alongside our portfolio of brands all built around innovation, and we are excited to offer them to our expanding distribution customers.”

Acquisition of H2C Beverages

Halo has signed a definitive agreement to acquire 1285826 B.C. Ltd., a company focused on cannabinoids and non-psychotropic mushroom functional beverages. The H2C acquisition is expected to provide Halo with a toehold in one of the fastest growing sectors of the cannabidiol market, estimated to account for USD16 billion in U.S. sales by 2025, according to Brightfield Research1, as well as to directly participate in rising consumer consciousness toward the health benefits of consuming small doses of cannabinoids and functional mushroom extracts paired with adaptogens. H2C’s product portfolio includes a line of premium flavoured waters that are nano emulsified to maximize absorption and other plant-based beverages infused with cannabinoids, functional mushroom extracts with fulvic and humic minerals from the Rocky Mountains.

In consideration for all the issued and outstanding shares of H2C, Halo has agreed to issue 7,538,462 common shares in the capital of Halo. Closing of the H2C Acquisition is subject to the satisfaction of customary closing conditions, including, among others, the approval of the Neo Exchange Inc. The Company expects the H2C Acquisition to close in January 2022. Halo has also agreed to issue 603,077 Common Shares to an arm’s length finder in connection with the H2C Acquisition.

Distribution and manufacturing agreement with Elegance Brands

Halo has also expanded its collaborative relationship with Elegance by entering into the Distribution Agreement to propel the national distribution of beverages, capsules, and topical supplements under H2C and Halo’s functional mushroom brand, Hushrooms. This new category of functional supplements, nootropic nutraceuticals, will be marketed under three subcategories: active, relax and focus.

Under the Distribution Agreement, Elegance has agreed to purchase USD30 million of H2C and Hushrooms branded products during the 24-month Launch Period and to distribute these products to retail outlets in respective legal states across the United States. Elegance shall purchase the products at a price of up to 130 % of manufactured costs (including all direct costs, both third party and internal) incurred by the Company. All prices are exclusive of applicable taxes, including without limitation, sales, excise, use and property taxes, which shall be paid by Elegance. The Distribution Agreement is expected to deliver up to USD9 million of profit (before tax) during the 24-month Launch Period.

During the period from the effective date of the Distribution Agreement until the Launch Period, which is expected to last up to six months, Elegance will provide certain consulting services to Halo including with respect to the development of branding, marketing, and manufacturing best practices, product development, and sales strategies through to launch. Pursuant to the Distribution Agreement, Halo has agreed to issue USD2.5 million of Common Shares (the “Elegance Shares”) to Elegance in consideration for the consulting services to be provided by Elegance in connection with the branding, development, manufacturing, and distribution of the H2C and Hushrooms product lines. The Elegance Shares will be issuable in four equal monthly tranches of USD625,000 per tranche. The number of Elegance Shares to be issuable under each tranche will be equal to the quotient of USD625,000 (converted into Canadian dollars using the prevailing Bank of Canada exchange rate), divided by the greater of: (I) the volume weighted average price of the Common Shares on the NEO (or such other exchange on which the Common Shares are principally traded) for the twenty (20) trading days prior to the issuance of such Elegance Shares; and (II) the minimum price permitted by the NEO. The issuance of such Elegance Shares is subject to, among other things, the approval of the NEO.

1https://blog.brightfieldgroup.com/hemp-cbd-market-size#A-Look-Back

The Coca-Cola Company announced that it has reached a definitive agreement to acquire Costa Limited, which was founded in London in 1971 and has grown to become a major coffee brand across the world.

The acquisition of Costa from parent company Whitbread PLC is valued at $5.1 billion and will give Coca-Cola a strong coffee platform across parts of Europe, Asia Pacific, the Middle East and Africa, with the opportunity for additional expansion. Costa operations include a leading brand, nearly 4,000 retail outlets with highly trained baristas, a coffee vending operation, for-home coffee formats and Costa’s state-of-the-art roastery.

For Coca-Cola, the expected acquisition adds a scalable coffee platform with critical know-how and expertise in a fast-growing, on-trend category. Costa ranks as the leading coffee company in the United Kingdom and has a growing footprint in China, among other markets. Costa has a solid presence with Costa Express, which offers barista-quality coffee in a variety of on-the-go locations, including gas stations, movie theaters and travel hubs. Costa, in various formats, has the potential for further expansion with customers across the Coca-Cola system.

The acquisition will expand the existing Coca-Cola coffee lineup by adding another leading brand and platform. The portfolio already includes the market-leading Georgia brand in Japan, plus coffee products in many other countries.

Costa also provides Coca-Cola with strong expertise across the coffee supply chain, including sourcing, vending and distribution. This will be a complement to existing capabilities within the Coca-Cola system.

Coffee is a significant and growing segment of the global beverage business. Worldwide, coffee remains a largely fragmented market, and no single company operates across all formats on a global basis.