Refresco, the global independent beverage solutions provider for Global, National and Emerging (GNE) brands and retailers in Europe, North America and Australia, publishes the Annual Report 2024 of Pegasus MidCo B.V., the entity owning Refresco Holding B.V.
The Annual Report, consisting of the Executive Board Report and the Financial Statements, is available for download on Refresco’s website: https://annualreport.refresco.com/
About Refresco Refresco is the global independent beverage solutions provider for retailers and global, national and emerging brands with production in Europe, North America and Australia. Refresco offers an extensive range of product and packaging combinations from juices to carbonated soft drinks and mineral waters in carton, PET, Aseptic PET, cans and glass. Refresco continuously searches for new and alternative ways to improve the quality of its products and packaging combinations in line with consumer and customer demand, environmental responsibilities and market demand. Refresco is headquartered in Rotterdam, the Netherlands and has more than 14,500 employees.
Refresco, the global independent beverage solutions provider for retailers and global, national, and emerging (GNE) brands in Europe, North America, and Australia, today announces the successful closing of its acquisition of Frías Nutrición (“Frías”), a leading manufacturer of plant-based drinks in Spain. This transaction, first announced on July 22, 2024, strengthens Refresco’s position in the rapidly growing plant-based beverage category.
Frías, located in Burgos, Spain, employs approximately 250 people and specializes in producing private label plant-based drinks, including almond, rice, hazelnut, and soy options for key retailers in Spain and beyond. This acquisition complements Refresco’s existing operations in Spain and significantly expands its capabilities in the plant-based drinks sector.
CEO Refresco, Hans Roelofs, commented: “As part of our proven Buy & Build strategy, we are looking to expand our capabilities in existing and adjacent beverage categories. The acquisition of Frías not only enhances our footprint in the plant-based drinks market, but it also allows us to better serve our European customers and accelerates our product innovation capabilities. We are excited to welcome the talented Frías team and are dedicated to a seamless integration process that will drive mutual growth.”
With this acquisition, Refresco reaffirms its commitment to delivering high-quality, innovative beverage solutions to its customers, while also further enhancing its service offerings.
Refresco, the global independent beverage solutions provider for retailers and global, national, and emerging (GNE) brands in Europe, North America, and Australia, today announces it has successfully completed a EUR 400 million Term Loan B.
This transaction adds a new stand-alone EUR 400 million Term Loan B with an interest rate of EURIBOR plus 3.50%. Proceeds from the TLB will be used to repay its borrowings under its Revolving Credit Facility, repay EUR 100 million of its existing EUR Term Loan B (E+3.75%), and increase cash on balance sheet.
CFO Refresco, Bill McFarland, commented: “We are pleased with the strong market demand for our Term Loan B, and with the enhanced liquidity and financial flexibility this transaction provides. Refresco continues to deliver on our Buy & Build strategy – including our most recent announcement on our agreement to acquire Frias – while strengthening our balance sheet and improving our credit metrics. We appreciate the recognition and support of the markets.”
No other material changes were made to the terms and conditions of the TLB. The maturity date of the TLB remains July 2029, as per the existing facilities.
As part of the transaction, the Company has also increased its Revolving Credit Facility by EUR 125 million to EUR 625 million.
Refresco, the global independent beverage solutions provider for retailers and global, national, and emerging (GNE) brands in Europe, North America, and Australia, announced it has entered into an agreement to acquire Frías Nutrición (“Frías”) from Alantra Private Equity and the founding family. This transaction is subject to regulatory approval.
Frías is a leading manufacturer of plant-based drinks with a production facility located in Burgos, Spain and employs around 250 people. Frías produces private label plant-based drinks, including almond, rice, hazelnut, and soy drinks, for key Spanish retailers and beyond.
CEO Refresco, Hans Roelofs, commented: “As part of our proven Buy & Build strategy, we are looking to expand our capabilities in existing and adjacent beverage categories. The acquisition of Frías significantly strengthens our position in the fast-growing plant-based drinks category. It complements our existing footprint in Spain with a production facility solely dedicated to plant-based products.
“In addition, acquiring Frías enables us to further expand our service offering to retailers and branded customers and retailers across Europe, accelerates our product innovation capabilities in the plant-based drinks category, and underscores our ability to capture opportunities in the market.”
Bruno Delgado-Luque, Partner Alantra Private Equity, added: “Since we acquired Frías in 2019, the company has been on a remarkable growth trajectory, confirming its leadership position in the Iberian Peninsula, and expanding its international business. Together with the Frías family, we launched a major investment plan that resulted in the creation of one of the most modern and efficient plant-based drinks factories in Europe. We are confident that Frías has a bright future ahead and will continue its successful growth with the support of Refresco.”
About Refresco Refresco is the global independent beverage solutions provider for retailers and global, national and emerging brands with production in Europe, North America and Australia. Refresco offers an extensive range of product and packaging combinations from juices to carbonated soft drinks and mineral waters in carton, PET, Aseptic PET, cans and glass. Refresco continuously searches for new and alternative ways to improve the quality of its products and packaging combinations in line with consumer and customer demand, environmental responsibilities and market demand. Refresco is headquartered in Rotterdam, the Netherlands and has more than 14,500 employees.
About Alantra Private Equity Alantra Private Equity is a pioneer in the Iberian private equity market with more than 30 years of experience and investments of c. €2.0bn. It has a unique and proven track record in the food and beverage, healthcare, and industrial technology sectors throughout different economic cycles. Since 1990, Alantra Private Equity has led investments in more than 120 assets (60 platforms and 65 add-ons) and has completed more than 50 exits.
Refresco, a global independent beverage solutions provider for global, national, and emerging (GNE) brands and retailers in Europe, North America, and Australia, announced it has completed the acquisition of VBC Bottling Company.
VBC, a family-owned contract manufacturer of premium beverages, is strategically located in Modesto, California. The acquisition of VBC Bottling Company complements Refresco’s footprint and capabilities in North America, and further strengthens its ability to provide beverage solutions to branded customers.
CEO Refresco, Hans Roelofs, commented: “Acquiring VBC is another step in executing our proven Buy & Build strategy. The company’s strong customer base, strategically located facility, and warehousing capacity further strengthens our footprint in North America. Additional canning capacity along the West Coast improves our ability to service all our contract manufacturing customers.”
Brad Goist, Chief Operating Officer at Refresco North America, said: “This acquisition is a step forward towards Refresco’s vision of ‘Our drinks on every table.’ We will integrate VBC Bottling Company into our operations to better serve our customers and support their growth goals in the various categories where capacity is needed. I look forward to welcoming the more than 180 employees to the Refresco team and seeing what successes we accomplish together as a team and in the years to come.”
About Refresco Refresco is a global independent beverage solutions provider for global, national, and emerging brands and retailers with production in Europe, North America, and Australia. Refresco offers an extensive range of product and packaging combinations from juices to carbonated soft drinks and mineral waters in carton, PET, Aseptic PET, cans and glass. Refresco continuously searches for new and alternative ways to improve the quality of its products and packaging combinations in line with consumer and customer demand, environmental responsibilities and market demand. Refresco is headquartered in Rotterdam, the Netherlands and has more than 14,500 employees.
Avantium N.V., a technology company in sustainable chemistry, is collaborating with Albert Heijn to make packaging more sustainable. To this end, Avantium’s 100 % plant-based and circular material PEF (polyethylene furanoate) is being used for various forms of packaging. Refresco, a global independent beverage solutions provider for Global, National and Emerging (GNE) brands, and retailers, produces Albert Heijn’s new fruit juice bottle made out of PEF. This will be the first PEF application to be introduced in Albert Heijn stores, once Avantium’s commercial plant for PEF is operational. Albert Heijn is the first supermarket chain in the world to introduce PEF packaging for own-brand products.
“As a beverage solutions provider, we are continuously looking for innovative ways to produce soft drinks, fruit juices and other drinks. Reducing, recycling and making packaging more sustainable is an important element of our strategy. With PEF we are able to offer an alternative sustainable packaging solution to our customers. We are therefore pleased that Refresco, Avantium and Albert Heijn are now working together to bring this new fruit juice bottle to market.”, says Alexander van Assouw, Managing Director Refresco Benelux.
Avantium’s PEF is a 100% plant-based and fully recyclable polymer with a wide range of applications including bottles and packaging, films and textiles. In addition to its sustainable packaging benefits, Avantium’s PEF has superior barrier properties, extending the shelf life of beverages and food. Avantium is currently constructing the world’s first commercial plant in Delfzijl for 5 kilotons of FDCA (furandicarboxylic acid), the key building block for PEF, with commercial production expected to start in the second half of 2024. Thereafter, PEF production will be further scaled up to plants of 100 kilotons and more for large-scale production of FDCA and PEF through technology licensing.
Refresco Group B.V., the global independent beverage solutions provider for Global, National and Emerging (GNE) brands and retailers in Europe and North America, announced it has completed the acquisition of Tru Blu Beverages, a manufacturer of non-alcoholic beverages in Australia, following the receipt of regulatory approval.
Refresco entered into an agreement to acquire Tru Blu Beverages on October 14, 2022. With the acquisition now completed, Refresco expands its global presence, adding a third continent as a new platform for growth. The acquisition includes three production facilities, in Sydney, Brisbane and Perth. These will be added to the current Refresco network of over 70 manufacturing facilities across Europe and North America. With this expansion, Refresco further strengthens their position as global independent beverage solutions provider to branded customers and leading retailers. In addition, Refresco moves one step closer to fulfilling its ambition of “Our Drinks On Every Table”.
The integration process will commence immediately, with Tru Blu Beverages to be rebranded as Refresco.
Refresco opened its new high-bay warehouse at the Calvörde production site in Germany. At this manufacturing facility, Refresco, one of the leading independent providers of beverage solutions in Germany is setting new standards for efficient logistics and future-oriented quality delivery. With a total capacity of more than 41,000 pallet spaces, this is now Refresco’s largest fully automated warehouse.
Refresco invested over 20 million euros in the construction of this new high-bay warehouse. The largest single investment of the German business unit to date, this new warehouse is of strategic importance for the production and logistics at this location for the future. Thanks to the modern conveyor technology and increased storage capacity, Refresco expects significant annual efficiency improvements for the production environment as well as for the transportation of finished products. The new state-of-the-art warehouse gives Refresco the opportunity to continue to grow dynamically with their customers and to acquire new business. In addition, the fully automated logistics system will increase occupational safety at the site.
Milestone
“The new high-bay warehouse is a milestone for us and makes this one of Refresco’s most advanced locations worldwide,” says Till Alvermann, Managing Director Refresco Germany. “Among other things, the complete automation of our logistical handling allows us to load quickly and safely and improves our competitive advantage. We also strengthen the service level for our customers. We are therefore very pleased to be able to officially commission the high-bay warehouse today.”
Refresco invests a substantial portion of their profit in their manufacturing facilities, to improve and/or expand capacity and technological capabilities. The investment in this new warehouse at a strategically important site for Refresco, is but one example of Refresco’s continued investment in their network of production sites.
At Calvörde, on 800 metres of conveyor line, 42 double aisles of an electric overhead conveyor connect all product lines and the shipping area to the high-bay warehouse. 36 gravity roller conveyors provide up to 400 pallets per hour at twelve loading ramps. The high throughput capacity also enables the simultaneous loading of ten trucks per hour.
Other high-bay warehouses
Refresco has four other high-bay warehouses across their European footprint, located at production sites in the Netherlands, Germany, and France. They are all similar in the way they were designed and are operated: production lines are connected to the warehouse, with the help of a stacker crane finished products are controlled and stored within the racks, and the pre-staging of pallets is fully automated all the way to the docking area, where trucks pull up to quicky and smoothly load beverages for delivery.
Refresco Group B.V., the global independent beverage solutions provider for Global, National and Emerging brands and retailers in Europe and North America, today announces it has entered into an agreement to acquire Tru Blu Beverages Pty Ltd., one of Australia’s leading manufacturers of non-alcoholic beverages. This transaction is subject to regulatory approval.
CEO Refresco, Hans Roelofs, comments: “Today’s announcement is a testament to our proven Buy & Build strategy. We started with one factory in Europe just over two decades ago and steadily built a diversified, pan-European platform. Only six years ago, we took our first step into North America. We now operate over 70 manufacturing sites globally, with just about half of those located across North America and the rest throughout Europe, offering a full range of beverage solutions to a broad customer base. The acquisition of Tru Blu Beverages in Australia creates a new platform for Refresco, in line with our strategic promise to expand into a third continent. The three strategically located manufacturing sites are the starting point for our future footprint in the region. Acquiring Tru Blu Beverages further strengthens our position as beverage solutions provider to branded customers and leading retailers globally, and provides new opportunities for further growth.”
CEO Tru Blu Beverages, Peter Brooks, adds: “By joining Refresco, our customers, suppliers and employees will be able to benefit from the Company’s broad capabilities, experience and expertise. We are proud to become part of the Refresco family, with its strong entrepreneurial spirit and passion to deliver quality service to its customers. Tru Blu Beverages’ leading capabilities and blue-chip customer base gives Refresco a solid entrance into the Australian market. We look forward to building an even stronger platform together.”
Strategic rationale
The acquisition of Tru Blu Beverages expands Refresco’s addressable market and provides opportunities to leverage Refresco’s size and scale, as well as its track record of successfully integrating companies. Tru Blu Beverages fits right into Refresco’s business model, with its wide range of beverage solutions for retailer brands and global, national and emerging brands. In addition, Refresco’s strategic ESG agenda will enable Tru Blu Beverages to accelerate its efforts of minimising the environmental impact of manufacturing processes, packaging and transport.
Refresco obtains a national Australian market position by acquiring Tru Blu Beverages, with opportunities to drive continued growth in the region, both organically and through acquisitions.
Refresco intends to continue expanding its global and strategically located footprint to better serve existing and new customers through a range of formats and channels. The company will continue to make selective investments and acquisitions, targeting value accretive opportunities.
About Tru Blu Beverages Tru Blu Beverages is a privately-owned beverage manufacturer focused on providing non-alcoholic beverages to Australia’s largest retailers and brand owners. Tru Blu Beverages employs over 400 staff and has three manufacturing facilities, located in Sydney, Brisbane and Perth, supported by a distribution network with warehouses in all major Australian capital cities.
Today, Lucas Bols N.V. and De Kuyper Royal Distillers, two leading global cocktail spirits companies, and Refresco Group B.V. announce that they have entered into an agreement in which alcoholic beverage manufacturer Avandis will be acquired by Refresco. As part of the agreement, Lucas Bols and De Kuyper have entered into a long-term manufacturing contract with Refresco. The transaction is subject to regulatory approval and to a Works’ Council consultation process.
Avandis, a 50/50 joint venture of Lucas Bols and De Kuyper, is a leading beverage manufacturer based in Zoetermeer, the Netherlands. They have one of Europe’s most advanced bottling facilities for distilled beverages. Avandis provides a wide range of contract manufacturing solutions to brand owners in the alcohol category. Refresco fully supports Avandis’ growth strategy.
Transaction highlights
The transaction includes a long-term contract manufacturing agreement with both Lucas Bols and De Kuyper, allowing Refresco to invest and expand the business
The purchase price for 100 % of the shares in Avandis amounts to EUR 25 million, to be adjusted for Avandis’ net debt position (31 March 2022: EUR 15 million) and any working capital adjustments, both as at completion date
This transaction is subject to regulatory approval and the consultation process with the respective Works Councils
Pending approval and Works’ Council processes, completion is expected by the end of 2022
Refresco Group B.V., the global independent beverage solutions provider for Global, National and Emerging (GNE) brands and retailers in Europe and North America, announces it has appointed Martha Zandbergen as Chief People and Legal Officer and Member of the Executive Committee.
CEO Refresco, Hans Roelofs: “People have been and always will be at the heart of our company. Today, we elevate our People agenda to the Executive Committee level, by appointing Martha as our first Chief People and Legal Officer. In addition to her continued focus on the Company’s legal matters, Martha will prioritize our People strategy across our entire footprint, while ensuring full alignment with our other strategic priorities.”
Martha Zandbergen said: “I am thrilled to take on the challenge of further strengthening our strategic People agenda. It really underscores the importance of integrating this into our long-term growth ambitions. Refresco aims to be an attractive employer where people can build a career with purpose, and where they can grow and develop. I look forward to working with the Executive Committee and our local teams, to continue to build on our value-based culture and make sure our people feel engaged and supported.”
Martha Zandbergen is a seasoned executive and has held several international roles over the past 20 years. Martha joined Refresco in 2015 and has been heading the Company’s legal function in her role as General Counsel and Company Secretary. Prior to joining Refresco, Martha was Legal Counsel at Shell for almost nine years. Martha holds a Law degree from Utrecht University, the Netherlands.
Refresco Group B.V., the global independent beverage solutions provider for Global, National and Emerging (GNE) brands, and retailers in Europe and North America, announced that the acquisition of a majority stake in Refresco by KKR has been completed, following the receipt of regulatory approvals from the competition authorities.
On February 22, 2022, Refresco and KKR announced that they had entered into a definitive agreement for KKR to acquire a majority stake in the Company, with Refresco’s existing investors, PAI Partners and British Columbia Investment Management Corporation (“BCI”), maintaining a significant minority position.
Hans Roelofs, CEO, Refresco: “I am excited to start the next chapter in the development of our company, with KKR as our new majority owner. We will continue to execute our strategy, focused on growing alongside our customers and expanding into new categories and geographies. We look forward to leveraging KKR’s capabilities, operational expertise and commitment to sustainability to further strengthen our position and achieve our vision of ‘Our Drinks On Every Table’.”
Refresco Group B.V., the global independent beverage solutions provider for Global, National and Ernerging (GNE) brands, and retailers in Europe and North America, announced that Adee Packer has stepped down as Chief Financial Officer (CFO) and Member ofthe Executive Board.
Bill McFarland, CFO of Refresco North America, will be appointed as CFO for the Group, effective 1 July 2022. Bill joined the Company through the acquisition of Cott Beverages, where he was CFO since 2013, and has over 20 years of experience in the FMCG industry. Prior to his career at Cott, Bill held several finance rotes at Molson Coors, an international beverage company. He has worked and lived in the US, Canada, Australia, and the UK.
Andre Voogt, M&A Director Refresco North America, will step into the rote of CFO Refresco North America, also effective 1 July 2022. Andre has been with Refresco for over 15 years, mainly in senior finance rotes. When Refresco set its first steps in North America in 2016, Andre led the local finance organization. From 2018 to2020, Andre was responsible for the integration of Cott Beverages into Refresco, and member of the North America Leadership Team.
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.
Refresco, a global independent beverage solutions provider for A-brands and retailers in Europe and North America, announced it has completed the acquisition of HANSA-HEEMANN, following the receipt of regulatory approval from competition authorities.
Refresco announced that it had entered into an agreement with HANSA-HEEMANN, a family-owned independent beverage manufacturer, to acquire its five production sites in Germany. Now that the acquisition has been completed, Refresco has nine bottling facilities strategically located in Germany, resulting in national coverage to serve customers’ demands. With this acquisition, Refresco also further enhances its position in terms of product and brand portfolio.
Hans Roelofs, CEO Refresco Group: “I am very pleased to add HANSA-HEEMANN to the Refresco Group, as it further diversifies and strengthens our business in Germany, which will benefit our customers. Through this acquisition, we significantly expand our offering in mineral water and soft drinks, and we are going to accelerate our operational excellence through HANSA-HEEMANN’s know-how in the water category. In addition, we will be able to improve transport efficiencies and leverage our global scale to further drive change in improving the sustainable use of resources.”
Refresco, the world’s largest independent bottler for retailers and A-brands in Europe and North America, announces it has entered into an agreement with The Coca-Cola Company to acquire three of its production locations in the United States. This transaction is subject to regulatory approval.
Hans Roelofs, CEO Refresco, comments: “The ongoing trend of A-brands outsourcing their production capabilities continues to provide opportunities for us as an independent beverage solutions provider. With manufacturing and supply chain being at the heart of our business, the acquisition of three Coca-Cola facilities in the US is another step forward in our growth strategy.”
Brad Goist, COO Refresco North America, adds: “Adding three hotfill production sites to our footprint is a great opportunity to further enhance our offering. I am convinced that our Retail and A-brand customers across North America will be able to benefit from our extended capabilities and broadened geographical footprint.”
The prospective transaction includes three production facilities in Truesdale (Missouri), Waco (Texas) and Paw Paw (Michigan), and involves long-term agreements for contract manufacturing activities. Refresco will become one of Coca-Cola’s strategic third-party contract manufacturers in the United States.
Strategic rationale
This acquisition is well aligned with Refresco’s buy-and-build strategy, focused on further expanding and strengthening its manufacturing footprint across Europe and North America to service both retailers and A-brands.
All three hotfill production locations are highly complementary to Refresco North America’s current manufacturing footprint. Through the acquisition, Refresco further improves its proximity to its existing customer base and expands its technological capabilities.
Transaction highlights
The transaction is subject to regulatory approval.
Refresco will finance the transaction from its existing cash position.
The financial terms of the transaction are not disclosed.
Refresco, the world’s largest independent bottler for retailers and A-brands in Europe and North America, publishes the second quarter and half-year 2021 results of Refresco Group B.V.1
Q2 2021 Highlights
Total volume was 3,204 million liters (Q2 2020: 2,983 million liters).
Gross profit margin was €531 million (Q2 2020: €477 million).
Adjusted EBITDA amounted to €159 million (Q2 2020: €138 million).
Cash and cash equivalents at the end of Q2 2021 were €504 million (June 30, 2020: €314 million).
Announced acquisition of HANSA-HEEMANN, a major German mineral water and CSD company, on July 8, 2021.
Announced agreement with The Coca-Cola Company to acquire three of its production locations in the US, on August 3, 2021.
Half-year 2021 Highlights
Total volume was 5,986 million liters (YTD 2020: 5,745 million liters).
Gross profit margin was €1,009 million (YTD 2020: €925 million).
Adjusted EBITDA amounted to €278 million (YTD 2020: €241 million).
Key figures
(Photo: Refresco)
CEO Refresco, Hans Roelofs commented:
“We are pleased to report a strong performance in the second quarter of 2021. We have been able to accelerate our growth in volume and profitability this quarter, ending the first six months of 2021 with good results. We have strengthened the business organically by growing along with our customers, specifically in Contract Manufacturing. As we move into the second half of the year, we are facing increasing cost pressure on commodities and transportation, with higher inflation levels across all regions in which we operate.
On July 8, 2021, we announced the acquisition of HANSA-HEEMANN, a major German mineral water and CSD company. This acquisition will allow us to further improve our operational excellence, diversify our business and product offering, and will enable us to offer nationwide coverage to German retailers. With its five production sites spread across Germany, this acquisition is highly complementary. We look forward to welcoming HANSA-HEEMANN to Refresco, pending regulatory approval.
On August 2, 2021, we closed the acquisition of SEBB with one production site in Dade City, Florida, US. The acquisition expands our incubation capabilities for Contract Manufacturing customers looking for flexibility as they launch new, complex and innovative products. As their need for production capacity increases, customers will be able to leverage our existing footprint across North America.
On August 3, 2021, we announced that we have entered into an agreement with The Coca-Cola Company to acquire three of its production facilities in the United States, pending regulatory approval. The ongoing trend of A-brands outsourcing their production capabilities continues to provide opportunities for us as an independent beverage solution provider. With manufacturing and supply chain being at the heart of our business, the acquisition of three Coca-Cola facilities in the US is another step forward in our growth strategy.
With these strong financial results, our well-balanced customer base across Europe and North America, and our robust M&A approach, we continue to pursue our ambition of Our Drinks On Every Table.”
1All values are rounded to the nearest million unless otherwise stated. 2Net debt as at June 30, 2020 includes €117 million shareholder funding; in Q4 2020, the shareholder loan plus accrued interest have been converted into equity.
Refresco, one of the world’s largest independent bottlers for retailers and A-brands in Europe and North America, today announces it has entered into an agreement to acquire HANSA-HEEMANN. This transaction is subject to regulatory approval.
HANSA-HEEMANN, headquartered in Rellingen, Germany, is a family-owned, independent beverage manufacturer with five production sites spread across Germany. Its operational excellence, industry expertise and integrated value chain enable HANSA-HEEMANN to offer customers best-in-class service. The vast majority of HANSA-HEEMANN’s volume (60 %) is in mineral water, with the remaining 40 % of its volume in carbonated soft drinks (CSD). HANSA-HEEMANN serves three different market segments: private label, own brands, and contract manufacturing for A-brands. HANSA-HEEMANN employs over 800 people with an annual revenue of approximately €300 million.
Strategic rationale
Today’s announcement is a continuation of Refresco’s successful buy-and-build strategy which is a key driver of the company’s ongoing growth and value creation. With this acquisition, Refresco further enhances its position in terms of product and brand portfolio, and geographical coverage.
Acquiring HANSA-HEEMANN will bring Refresco:
Diversification of its business with additional products and capabilities, while maintaining a well-balanced business mix and customer base
Strong brands such as Fūrst Bismarck, hella and St. Michaelis
Expansion of its offering in water and CSDs
Increased presence in Germany, now offering nationwide coverage to retail customers
Acceleration of its operational excellence through HANSA-HEEMANN’s know-how in the water category
A changing market
Water is the largest category within the non-alcoholic beverage market. The landscape is highly competitive and rapidly changing with many smaller local and regional players who maintain a strong foothold. Branded players with a wide range of water products are looking for opportunities to grow with retail discounters.
In addition, the focus on sustainability continues resulting in for example, increased demand for recycled PET and reduction in operational carbon footprint.
Within this highly competitive and changing market, the acquisition of HANSA-HEEMANN will enable Refresco to enhance its presence in Germany – not only broadening relationships with German retailers, but also improving transport efficiencies and reducing CO2 emissions. Furthermore, Refresco will be able to leverage its global scale to further drive change in improving the sustainable use of resources.
Eckes-Granini and Refresco today announced that they have established the JuicyChain Foundation. This is a nonprofit organization with the purpose of making the global juice supply chain more sustainable. The foundation will manage and further develop the “JuicyChain”, which is an open source blockchain-based traceability and transparency platform. IDH Sustainable Trade Initiative is acting as an Advisor to the Board of the JuicyChain Foundation.
This new platform, based on The New Fork’s open food chain platform, was designed to create added value for all parties involved in the juice supply chain: from growers to processors, bottlers, brand owners, retailers and consumers. JuicyChain supports a move towards a significant increase in availability of sustainable juice in the marketplace. All companies in the juice industry can join JuicyChain and share information about sustainable juice easily and efficiently. Consumers and other stakeholders will be able to examine provenance and sustainability data by scanning a unique QR code on a finished juice product.
The New Fork has developed the platform blueprint and are the JuicyChain Foundation’s IT Provider. This blockchain based platform brings transparency to the efforts to increase the sustainability of juice in the industry.
“The blockchain technology brings us new and exciting possibilities to drive positive change. With the JuicyChain, we are continuing to work on increasing digitalization and sustainability of our business processes.” explains Holger Schlenger, CIO at Eckes-Granini.
JuicyChain aims to accelerate the uptake of sustainable juice volumes by providing supply chain transparency and trust. It enables customer and consumer-facing communication on sustainable juice with minimum entry barriers. JuicyChain members will need to be aligned with the sustainable sourcing definitions under the Sustainable Juice Covenant, hosted by IDH, The Sustainable Trade Initiative.
More companies are invited
We invite all parties in the juice supply chain to join JuicyChain so that we can further develop the platform together. Join us and be a frontrunner driving traceability, transparency and sustainability in global juice supply chains. As Coert Michielsen, CPO at Refresco says: “By teaming up with others we can move faster towards a common goal of more sustainable juice supply chains and promote the uptake of sustainable juice across the supply chain.”
Britvic confirmed that following approval by the French Competition Authority in July, Britvic has now completed the sale of its juice assets in France to Refresco. The sale includes the three juice manufacturing sites, related private label juice business and the Fruité brand.
Britvic retains ownership of the Pressade and Fruit Shoot brands, which will be manufactured by Refresco as part of a long-term partnership arrangement. The transaction will not affect the Teisseire and Moulin De Valdonne brands or the private label syrups business, all of which are all manufactured at the company’s production site in Crolles.
This transaction supports our stated strategic priority to improve operating margins in our Western European markets, while also enables our teams to focus on growing our soft drinks portfolio of local favourite and global premium brands.
Refresco Europe was awarded the first-ever European Lean & Green Star for their transport operations in their European business. Refresco earned the Star for having transport emissions that are 20 % lower than the industry benchmark. This was achieved by implementing a range of optimization programs in their European operations.
Since 2018, Refresco implemented a number of projects and initiatives, including:
driving with fully loaded trucks as much as possible, including cross-border traffic,
entering into strategic partnerships with transport companies and suppliers to optimize transport efficiency,
and optimizing the production footprint, thus reducing the distance from production location to customer sites.
All of these initiatives were aimed at increasing transport efficiency and reducing transport emissions. Case in point: Refresco Italy introduced a longer lightweight truck with 8 % more loading capacity, and two new external warehouses located closer to the plants. Both initiatives contribute to a permanent and sizable reduction of transport emissions.
Ms. Minna Lyijynen, Refresco Group Sustainability Manager: “We are excited to have received this first-ever European Lean&Green Star. While there are many other elements involved, the way we handle transportation has a large impact on the sustainability of our business. Thanks to our pan-European manufacturing footprint we are able to supply with short transport lines and provide our customers the proximity they need. Our aim is, together with our carriers and suppliers, optimal transport efficiency and minimum impact on the environment. The Lean & Green program is a valuable tool to help us to realize this ambition and improve as we go. ”
Adds Nico Anten, Executive Chairman Lean&Green Europe: “New technologies might help facilitate more sustainable transport, but the most important element in success is a company’s dedication to making it happen. This first-ever European Lean & Green Star is well-deserved and reflects the emphasis Refresco places on making transport more sustainable.”
The Board of Britvic announced that it has entered into exclusive discussions with Refresco over the potential sale by Britvic of its three juice manufacturing sites in France, its related private label juice business, and the Fruité brand. The proposed sale is subject to a consultation process with the relevant employee representatives, which has now been initiated, and also subject to competition clearance by the French Competition Authority. Britvic will retain ownership of the Pressade and Fruit Shoot brands, which would be manufactured by Refresco as part of a long-term partner arrangement. The transaction will not affect the Teisseire and Moulin De Valdonne brands or the private label syrups business, which are all manufactured at the remaining site in Crolles.
The value of the transaction is not material and would result in a modest impact on adjusted EBIT. The transaction would be expected to complete in Spring 2020. The retained business would be smaller and higher margin, enabling the local management team to focus on building its branded business. An update will be provided at the Preliminary results announcement on 27 November 2019.
About Britvic Britvic is one of the leading branded soft drinks businesses in Europe. The company combines its own leading brand portfolio including Robinsons, Tango, J2O, Fruit Shoot, Teisseire and MiWadi with PepsiCo brands such as Pepsi, 7UP and Lipton Ice Tea which Britvic produces and sells in GB and Ireland under exclusive PepsiCo agreements. Britvic is the largest supplier of branded still soft drinks in Great Britain (“GB”) and the number two supplier of branded carbonated soft drinks in GB. Britvic is an industry leader in the island of Ireland with brands such as MiWadi and Ballygowan, in France with brands such as Teisseire and Pressade and in Brazil with Maguary and Dafruta. Britvic is growing its reach into other territories through franchising, export and licensing. Britvic’s management team has successfully developed the business through a clear strategy of organic growth and international expansion based on creating and building scale brands. Britvic is listed on the London Stock Exchange under the code BVIC and is a constituent of the FTSE 250 index.
Refresco announces that it has entered into an agreement with AZPACK (Arizona Production & Packaging) to acquire their manufacturing activities located in Tempe, Arizona, USA. With this agreement, Refresco further expands its footprint in North America to enable strategic growth in this region. Refresco became the world’s largest independent bottler with leadership positions across Europe and North America following the acquisition of Cott’s bottling activities last year.
Hans Roelofs, CEO Refresco Group, explains: “North America is a large and very diverse market with a lot of growth potential in different drinks categories. Our current footprint consists of 27 locations in North America, serving national and international branded beverage companies and retailers. With the addition of AZPACK to the Refresco Group, we will be even better positioned to service customers in the Southwestern USA across many categories, including energy drinks and innovative sports drinks. AZPACK will have a specialist role in the Refresco Group, as they are known for their expertise in manufacturing complex niche products for branded beverage companies.”
Adds Peter Reilly, Co-Founder of AZPACK: “We have grown our company significantly over the past decade, but recognize the need for a different and larger platform in order to continue to grow and thrive. Both Dr. Wang and I will stay on as managers to support this next growth phase. Refresco is a very experienced beverage solutions provider and they value entrepreneurship and flexibility as much as we do. Our can-do mentality perfectly matches their approach to serving customers.”
Refresco has reached a strategic agreement with PepsiCo for the production of part of the PepsiCo beverages volume in Spain effective 1 November 2019.
Refresco and PepsiCo are already partners in other European markets, including France, Belgium, Germany, and in the USA.
The agreement also involves the transfer of two of the three factories PepsiCo currently has in Spain: Tafalla (Navarra) and Seville. Both in a geographical and technological way, these production locations complement the current Refresco plants in Spain and provide Refresco with extra capacity for its growth in Spain.
PepsiCo will have a mixed supply model in Spain, since its third plant located in Echávarri Viña (Alava), which is also dedicated to the production of carbonated beverages, will continue to be a part of PepsiCo’s operations, serving both Spain and other European markets thanks to its strategic location.
Victor Perez, PepsiCo’s South West Europe Supply Chain Director, notes, “This new mixed supply model is key to our sustainable growth in the Spanish market. Refresco is a natural partner for PepsiCo as we successfully work together in other markets maintaining our high standards of quality and service”.
As Hans Roelofs, CEO Refresco Group, explains: ”This agreement is a very good extension of our relationship with one of our key customers, PepsiCo. It also confirms our business model in Spain, serving retailers and contract manufacturing customers”.
Refresco publishes fourth quarter and full year 2018 results of Sunshine Top B.V., the entity owning Refresco Group B.V.
Q4 2018 Highlights
Total volume was 2,556 million liters (Q4 2017: 1,525 million liters).
Gross profit margin per liter was 14.3 euro cents (Q4 2017: 14.6 euro cents).
Adjusted EBITDA amounted to €82 million (Q4 2017: €50 million).
FY 2018 Highlights
Total volume was 10,888 million liters (FY 2017: 7,104 million liters).
Gross profit margin per liter was 14.0 euro cents (FY 2017: 14.0 euro cents).
Adjusted EBITDA amounted to €322 million (FY 2017: €214 million).
Pro-forma synergies adjusted EBITDA amounted to €374 million.
One-off acquisition costs and operating cost overruns reflected in net results.
Net debt excluding shareholder funding amounted to €2,273 million at year-end (September 30, 2018: €2,300 million).
CEO Refresco, Hans Roelofs commented:
“2018 was a transformational year for Refresco. In January we completed the acquisition of Cott’s bottling business, creating the world’s largest independent bottler for retailers and branded beverage companies and in March we completed the public to private transaction by PAI and BCI. In the final quarter of 2018, we continued to see strong overall volume growth across the business in line with our expectations and driven by both the Cott acquisition and organic growth. Although we did not achieve the level of profitability we wanted, we made good progress with integration of the two businesses and synergies are on track.
“One-off costs related to the acquisition of Cott’s bottling business and acquisition of Refresco by PAI & BCI, overruns in operating costs and some headwinds on input costs were the key items impacting our net results for the year.
“In 2018 we worked hard on the building blocks for further profitable growth in 2019 and we invested €134 million in our production and warehousing capabilities across the business. In February 2019, I was pleased to announce that we acquired Cott’s concentrate manufacturing business in Columbus, Georgia (US). This creates a global center of excellence in beverage concentrate manufacturing and adds new innovations skills and capabilities to our Group.
“To accelerate the next phase of our growth, we have decided to adjust the management structure of Refresco and create an Executive Committee. The Executive Committee will comprise the current Executive Board members and as of 1 April 2019 Chief Purchasing Officer (CPO) Coert Michielsen. The Executive Committee will be installed on 1 April 2019.” …
Cott Corporation announced the sale of its soft drink concentrate production business and its RCI International division (“Cott Beverages LLC”) to Refresco for USD 50 million, who in turn sold the RCI worldwide branded activities to RC Global Beverages Inc.
“This transaction is the final step in the transformation of our business where selling the remaining business unit of the traditional carbonated soft drinks business is consistent with our strategy of accelerating the growth across our platform in water, coffee, tea, extracts and filtration solutions,” commented Tom Harrington, Cott’s Chief Executive Officer. “We want to thank all the associates of Cott Beverages LLC for their contributions and wish them well as they rejoin their former traditional bottling business colleagues and become a part of Refresco,” continued Mr. Harrington.
Hans Roelofs, CEO Refresco: “We are pleased to add Cott’s Columbus concentrate manufacturing facility to Refresco North America. It adds extensive innovation capabilities and skills and creates a global center of excellence for beverage concentrate manufacturing. It is a perfect fit with our business. We have decided to divest the RCI International branded activities and find an owner who can bring similar focus and continuity to this iconic brand. With RC Global Beverages Inc., we believe we have found an excellent match. The sale of Columbus from Cott to Refresco and the sale of the RCI International activities from Refresco to RC Global Beverages Inc. took place simultaneously.”
Consumers can follow the route of their orange juice, using blockchain
Dutch supermarket chain Albert Heijn and Refresco have made transparent the supply chain of Albert Heijn’s own brand of ambient orange juice, using blockchain technology to do so. Refresco supplies Albert Heijn with this juice, sourced from Louis Dreyfus Company (LDC)’s juice business. Never before have consumers been able to follow the chain of a product like orange juice in this way. They can see, via a QR code, which route the oranges have traveled up until the juice is in a bottle on the store shelf. With this complete traceability, the next step is taken in transparency for consumers.
Marit van Egmond, Commercial Director Albert Heijn: ‘We supply millions of customers with good food and drink on a daily basis. This brings with it a large responsibility, and we want to actively contribute to current themes in the world around us. We are making our products healthier, are working on reducing food waste and we look at how to reduce our impact on the environment. The importance of transparency in the supply chain continues to increase. We know all the steps in the supply chain of our products, to ensure they are produced with respect for people, animals and the environment. And we want to show these steps to our clients as well, be open and transparent’.
Albert Heijn has long-standing relationships with fixed producers and suppliers for its 11,000 Albert Heijn brand products. In some cases, a production process can be made transparent relatively easily, for example, with fruits and vegetables from the Netherlands. It is more difficult for other products because they have a longer chain or consist of multiple ingredients. By using blockchain, a technology that records every step in the chain, it is possible to show customers how and by whom these products are made.
Albert Heijn and Refresco are using blockchain for the first time with AH’s ambient orange juice. The data from the steps in the production chain is linked and made transparent. The blockchain was developed in cooperation with Supply Chain Information Management (SIM), an expert in visualizing and providing continuous insight into chains via research and databases.
Juicy details
Via a QR code on the packaging, customers can follow the entire route that their orange juice has traveled before it ended up in their shopping basket. It starts in Brazil at the orange groves managed by LDC Juice, where the fruit is harvested. Among other things, the quality standards that LDC Juice has for food safety and sustainability are recorded there. The blockchain also contains information about the oranges themselves, including the harvest date range and degree of sweetness. Consumers can see these details in the chain and even send a compliment to the growers with the “Like2Farmer” functionality.
Maarten Kusters, Managing Director Refresco Benelux: ‘This is a unique way of bringing together the grower, processor, bottler, retailer and consumer and making the entire process of fruit juice production traceable and transparent. We are pleased that we can make a contribution in this way as Albert Heijn’s partner. Being the world’s largest independent producer of juices and soft drinks, Refresco is committed to a sustainable fruit juice sector. We aim for 100 % sustainably-sourced juice by 2030 in fruit juice products of our clients. In support of this ambition, we co-founded the Sustainable Juice Covenant last year, alongside other leading industry players.’
Murilo Parada, Head of LDC’s Juice Platform: ‘This project has been a great opportunity for LDC Juice to highlight the various steps in the juice journey in a transparent way. Seeing the details, from grove to bottle, helps consumers understand LDC’s sustainable juice value chain. LDC completed the first agricultural commodity trade through blockchain in January 2018 and is convinced that there are tremendous opportunities by using the technology as an enabler of digital transformation.’
Following the closing of the public offer on Refresco Group N.V. (“Refresco”) by Sunshine Investments B.V., the consortium of PAI Partners SAS (“PAI”) and British Columbia Investment Management Corporation (“BCI”), Refresco announced that Sunshine Mid B.V., the entity owning Sunshine Investments B.V. (the “Issuer” and together with its subsidiaries, “we” or the “Group”) has launched an offering of €445,000,000 aggregate principal amount of senior notes due 2026 (the “Notes”).
The net proceeds from the offering, if completed, are expected to be used by the Issuer to repay the bridge facility borrowed in connection with Issuer’s acquisition, through its direct subsidiary, Sunshine Investments B.V., of 99.4 % of the issued and outstanding shares of Refresco and to pay expenses related to the offering of Notes.
The Group, together with its committed sponsors, PAI and BCI, plan to continue to capture organic growth in both the retailer brands and contract manufacturing business, executing the Group’s “buy-and-build” strategy and striving for continuous operational excellence.
An important step in the buy-and-build strategy was taken with the acquisition of the Cott Traditional Beverage business in January 2018. This acquisition has created the world’s largest independent bottler of retailer brands soft drinks by volume and a leading contract manufacturer of soft drinks by volume for A-brands with leadership positions across Europe and North America, providing meaningful diversification to Refresco’s customer base. In 2017, on a standalone basis, Refresco’s top 10 customers accounted for 58 % of its volumes and the Cott Traditional Business’s top 10 customers accounted for 66 % of its volumes. Together, the company’s top 10 customers accounted for 49 % of its pro forma volumes in 2017. Refresco is now circa 4.1 times larger than its next largest competitor (excluding pure-play water players) in the markets in which the company operates.
Integration of the activities in all countries has started, following receipt of CMA approval in the UK last month. Refresco now anticipates total run-rate synergies of €63 million in the first three years following the consolidation. The Group’s Pro Forma Synergies Adjusted EBITDA for the year ended December 31, 2017 was €392.1 million and the Group’s forma net indebtedness as of December 31, 2017 was €2,330.9 million.
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The offering of the Notes will be made only in the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States in offshore transactions in reliance on Regulation S under the Securities Act to persons other than retail investors in the European Economic Area, whereby a retail investor is defined as a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended; or (ii) a customer within the meaning of Directive 2002/92/EC, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC, as amended. No approved prospectus within the meaning of the Prospectus Directive is required is connection with the offering of the Notes.
Regulatory Notice This announcement may contain inside information of Refresco Group N.V. under Regulation (EU) 596/2014 (16 April 2014).
MiFID II professionals/ECPs-only / No PRIIPs KID – Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.
In the United Kingdom, this communication is directed only at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) in connection with the issue or sale of any notes may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment activity to which this communication relates will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Refresco, an independent bottler of beverages for retailers and A-brands in Europe and North America, today announces that the UK Competition and Markets Authority (CMA) has given the green light for the integration of Cott’s bottling activities in the UK. The CMA’s approval follows the sale of the Aseptic PET facility at Cott’s Nelson site to Sunmagic Juice Limited.Refresco completed the acquisition of Cott’s b
ottling activities on 30 January 2018 and integration of the two businesses began immediately in North America. Today’s announcement enables the start of the integration into one organization in the UK as well. As a result, Refresco can now truly operate as one integrated company and moves forward as the world’s largest independent bottler for retailers and A-brands.
Creating the world’s largest independent bottler for retailers and A-brands
Refresco, an independent bottler of beverages for retailers and A-brands in Europe and the US, announced completion of the acquisition of the bottling activities of Cott.
In combining Refresco’s strong European capabilities and Cott’s strength in the UK and North America, Refresco almost doubles its production volume to approximately 12 billion liters. The combination provides customers access to seamless service across geographies and an unrivalled production platform with access to all non-alcoholic beverages categories. Refresco now has a footprint of 59 facilities in 12 countries, employing over 9,500 people.
Integration and next steps
The closing follows Refresco shareholder approval, the approval in principle of the UK competition authority (CMA) and the relevant competition authorities in both the US and Canada. The CMA’s green light is conditional upon the sale of the Aseptic-PET facility at the Nelson site to a suitable buyer. Until that time Refresco and Cott will continue to operate separately in the UK. Integration will start immediately in North America. In the UK, integration will commence once we have executed the proposed remedy.
In the new combination, Refresco’s activities in North America are significantly extended, resulting in national coverage with 22 manufacturing sites in the US, 4 manufacturing sites in Canada and 1 manufacturing site in Mexico. Furthermore, Refresco now has 26 manufacturing sites in continental Europe and 6 manufacturing sites in the UK. In the UK, Cott’s bottling business will be integrated into Refresco Europe and Cott’s North American organization will be combined with Refresco North America.
The Cott bottling activities add new capabilities and expertise as well as the potential to share best practices across the combined activities of Refresco. There is significant value creation potential through scale benefits in raw material and packaging procurement, the realization of opex and capex efficiencies in footprint, utilization and logistical optimization, as well as benefits from integration and streamlining of the combined organization.
With reference to the joint press release dated 25 October 2017 and the publication of the Offer Memorandum today, the Offeror and Refresco jointly announce that the Offeror is making a recommended cash offer to all holders of shares (“Shareholders”) to acquire their Shares at an Offer Price of EUR 20 (cum dividend) in cash per Share.
Highlights
Recommended public offer for all Shares (the “Offer”) by PAI Partners SAS (“PAI”) and Cubalibre Holdings Inc., being part of a group led by the British Columbia Investment Management Corporation (“bcIMC”), acting jointly through Sunshine Investments B.V. (the “Offeror”) at an offer price of EUR 20 (cum dividend) in cash per tendered Share (the “Offer Price”)
Refresco’s Executive Board and Supervisory Board (together the “Boards”) fully support and unanimously recommend the Offer
Certain major Shareholders and all shareholding members of the Boards, holding in aggregate 26.5 % of all issued and outstanding Shares, have irrevocably agreed to support the Offer and tender all of their Shares, provided that the Boards continue to recommend the Offer
The Offeror and Refresco have agreed on certain important non-financial terms, including:
Support and respect the buy-and-build strategy of Refresco
Existing rights and benefits of the employees of Refresco will be respected
Headquarters, central management and key support functions to remain in Rotterdam, the Netherlands
The acceptance period commences at 09:00 hours CET, on 23 January 2018 and, unless extended, expires at 17:40 hours CET, on 19 March 2018
A position statement providing further information to the Shareholders, including the agenda for the EGM, is made available on the corporate website of Refresco
Hans Roelofs, CEO of Refresco: “I am excited to announce the next step in the development of our company with the launch of the Offer today. Over the past 17 years, Refresco has successfully implemented its buy-and-build strategy with 22 acquisitions. It is exactly because of this strategy that the consortium is interested in the acquisition of Refresco, and with their full support of our strategy going forward, we will be able to further accelerate our growth plans.
We have become an important player in the consolidation and outsourcing trends of the beverage industry in Europe. We are currently in the process of completing our transformational acquisition of Cott TB. With the remedy to sell off the Aseptic PET facility at the Nelson site, we also have approval in principle from the UK competition authority, which is the last condition precedent.
With this latest acquisition, which is fully supported by the consortium, we create the world’s largest independent bottler with leadership positions across Europe and North America.
We are convinced that the Offer fully reflects the value creation potential of the combined company, allowing our Shareholders to realise the value of the synergy potential immediately instead of over time. With the consortium’s track record, financial strength and understanding of our business, they can support Refresco going forwards and we believe the Offer secures the longer-term interests of Refresco, our employees and customers in the best possible way.”
Further to the announcements made by Refresco on 25 July 2017 and 3 January 2018 regarding the acquisition of Cott’s bottling activities, Refresco announced that the UK Competition and Markets Authority (CMA) has in principle accepted the remedy proposed by Refresco. Refresco anticipates to complete the acquisition of Cott’s bottling activities on 30 January 2018.
On 3 January 2018, the CMA decided that the acquisition of Cott’s bottling activities by Refresco raises potential competition concerns in the United Kingdom for one specific category, juice drinks in PET using a special aseptic production process that allows them to be sold preservative-free and without refrigeration. In the UK, the combined company produces these products in only two factories, Bridgwater (Refresco) and Nelson (Cott).
To address the potential competition concerns raised by the CMA, Refresco in consultation with Cott, offered as a remedy to sell off the Aseptic PET facility at the Nelson site. This facility will be sold to a suitable buyer. Rabobank has been appointed to lead this sales process. Until all requirements are met, Refresco and Cott will continue to operate separately in the UK, while the integration in the other jurisdictions will start shortly after completion of the acquisition.
CEO Refresco, Hans Roelofs: “The acceptance of our remedy by the CMA is an important milestone on the path to completing this transformational acquisition of Cott’s bottling activities. We continue to fully cooperate with the CMA and to search for a suitable buyer in order to deliver on the required remedies. We will now focus on the next steps to completion and look forward to creating the world’s largest independent bottler with leadership positions across Europe and North America.”
Further to the announcement on July 25, 2017 regarding Refresco’s acquisition of Cott’s bottling activities, Refresco (Euronext Amsterdam: RFRG) provides a progress update on the UK Competition and Markets Authority (“CMA”) process.
Refresco has been informed by the CMA that the acquisition of Cott’s bottling activities raises potential competition concerns in the United Kingdom for one specific category, juice drinks in PET using a special aseptic production process that allows them to be sold preservative-free and without refrigeration. In the UK, the combined company produces these products in only two factories, Bridgwater (Refresco) and Nelson (Cott). Refresco is currently examining the details of the decision. Refresco is willing to offer suitable remedies and will fully cooperate with the CMA to address the concerns raised.
CEO Refresco, Hans Roelofs: “The initial investigation of the CMA did not find any competition concerns for most of our products. However, they have raised concerns for one specific product category produced by Refresco and Cott.
With the clearance we received earlier in the process from the U.S. and Canadian regulatory authorities and the overwhelming support from our shareholders, we are willing to propose remedies to the CMA to address this specific issue and put us on the right track to also obtain clearance in the UK. We continue to cooperate with the CMA in order to progress the acquisition and work towards a successful completion.”
A further update will be provided at the appropriate moment.
On 25 October 2017, the Consortium and Refresco issued a joined press release in respect of the conditional agreement on a recommended, fully funded, public offer by the Consortium for all the issued and outstanding ordinary shares of Refresco at an offer price of EUR 20 (cum dividend) in cash per Share.
Pursuant to the provisions of Section 7, paragraph 1 sub a of the Decree, which require a public announcement containing a status update within four weeks following the announcement of an intended public offer, the Offeror and Refresco provide the following joint status update.
The Offeror and Refresco confirm they are making timely progress on the preparations for the Offer. The Offeror expects to submit a request for review and approval of the Offer Memorandum with the AFM ultimately on 8 December 2017. The Offeror will publicly announce the availability of the Offer Memorandum and commencement of the offer period, which is currently expected to commence in January 2018.
Public offer for all shares of Refresco and the acquisition of Cott’s bottling activities on track
On 25 October 2017, Refresco announced that it had reached conditional agreement on a recommended, fully funded, public offer by a consortium of PAI and bcIMC for all the issued and outstanding shares of Refresco for an offer price of €20 (cum dividend) in cash per share. Both the Executive Board and the Supervisory Board of Refresco unanimously recommend shareholders to tender their shares. Based on the required steps and subject to the necessary approvals, Refresco and the consortium anticipate that the offer will close in Q1 2018.
The consortium fully supports Refresco’s buy-and-build strategy going forward, including the acquisition of Cott’s bottling activities which was announced on 25 July 2017. Refresco expects the acquisition to close in Q4 2017.
Q3 2017 Highlights[1]
Volume including acquisitions increased 2.7 % to 1,853 million liters (Q3 2016: 1,804 million liters).
Contract manufacturing volume comprised 36.9 % of total volume, up from 27.0 % in Q3 2016.
Gross profit margin per liter increased to 13.9 euro cents (Q3 2016: 13.8 euro cents).
Adjusted EBITDA amounted to €61 million (Q3 2016: €68 million).
Adjusted EPS was €0.28 (Q3 2016: €0.39).
CEO Refresco, Hans Roelofs commented:
“We had a challenging third quarter with weak market conditions. Volumes increased by 2.7%, driven primarily by the acquisition of Whitlock Packaging in the US in 2016 and the continued growth in contract manufacturing. Excluding acquisitions volumes declined due to poor summer weather in Western Europe and continued pressure on retailer brand volume.”
“In line with our strategy, contract manufacturing showed solid volume growth across most geographies as we are outperforming the contract manufacturing market. The outsourcing trend by international A-brands is clearly gathering pace with greater emphasis on innovation, more SKUs and different formats and therefore towards the ability to handle more complexity.”
“Gross profit margin per liter was better than expected at 13.9 euro cents compared to 13.8 euro cents in the third quarter of 2016. This reflects the decision to decline low margin contracts in the retailer brand market, mainly in Germany and Iberia. Adjusted net profit came in at €23 million compared to €32 million in the third quarter of last year. One-off costs in the quarter related to the acquisition of Cott’s bottling activities and the restructuring of the plant in Hamburg.”
“In October we announced the public offer made by the consortium of PAI and bcIMC for all the shares of Refresco. We firmly believe this is a good transaction for our stakeholders and represents a fair price for shareholders. The consortium fully endorses our buy-and-build strategy including the intended acquisition of Cott’s bottling activities which will create the world’s largest independent bottler with leadership positions across Europe and North America. Supported by the consortium’s track record, financial strength and understanding of our business we will be able to accelerate our growth plans and move forward on our journey to put our drinks on every table.”
1 Change percentages and totals calculated before rounding.
With reference to the press release dated 3 October 2017, Refresco Group N.V. announced it has entered into negotiations with PAI Partners SAS (PAI).
On 3 October, Refresco received an unsolicited, indicative and conditional proposal from PAI, which was carefully reviewed by the Executive Board and the Supervisory Board in line with their fiduciary duties. Since, interaction has taken place with PAI on a number of topics, including the financial and non-financial conditions. Following this interaction, the company has now entered into negotiations with PAI.
The Boards will take the interest of all stakeholders into account, and will continue to focus on the closing of the transformational acquisition of Cott’s bottling activities.
Refresco Group N.V. (Euronext Amsterdam: RFRG) announces it has received a new unsolicited, indicative and conditional proposal from PAI Partners SAS (PAI) on 3 October 2017. It regards a possible offer to acquire all 81.2 million issued shares in the company for EUR 19.75 per share, representing an aggregate cash consideration of EUR 1.6 billion. The offer includes Cott’s bottling activities, Refresco’s latest acquisition which is expected to see completion before year-end. The offer is subject to a number of conditions.
The Executive Board and the Supervisory Board of Refresco are, in line with their fiduciary duty, carefully reviewing the proposal, taking into account the interests of all Refresco’s stakeholders. Further announcements will be made if and when required.
Refresco Group N.V. announced that its shareholders have approved the acquisition of Cott’s bottling activities during an Extraordinary Shareholders Meeting held today. With this transformational acquisition, right at the heart of Refresco’s buy and build strategy, the company creates the world’s largest independent bottler with leadership positions across Europe and North America.
78.9 % of all outstanding ordinary shares were represented at the meeting. The resolution to approve (within the meaning of Section 2:107a of the Dutch Civil Code) the acquisition was adopted by 99.5 % of the votes cast. With this approval an important step is taken towards closing of the transaction, which is expected to take place in the 4th quarter of 2017, subject to the satisfaction of the remaining closing conditions, including regulatory approvals.
CEO Refresco, Hans Roelofs: “The bottling activities of Cott are a perfect strategic fit to our current activities. With this acquisition, we create a nationwide coverage in the US, the largest single soft drinks market globally, while adding significant capacity and extending our broad product portfolio in the UK. It is a unique, transformational transaction marking a step change in the industry. It reinforces our position as leading independent bottler for retailers and A-brands, creating a company with combined production volumes of approximately 12 billion liters across 59 production sites. After our entry in North America with the acquisition of Whitlock Packaging only a year ago, I am very proud to be able to significantly enlarge our presence in this region and provide our customers access to an enhanced global network. The process is on track to close in the fourth quarter of this year, providing significant value creation opportunities for all of our stakeholders.”
Acquisition of Cott’s bottling activities
On July 25, 2017, Refresco announced the signing of a definitive agreement with Cott to acquire Cott’s bottling activities for $ 1.25 billion, creating the world’s largest independent bottler with leadership positions in Europe and North America. Cott’s bottling activities consist of 24 production sites in North America and 5 in the UK. It is a business with 2016 revenues of $ 1.7 billion[1], adjusted EBITDA of $ 136.5 million[2] and strong cash flow. The acquisition anticipates the expected retail brands market growth in the US driven by the expansion of hard discounters, expanding footprint of online retailers and macro factors enabling retail brands growth. The acquisition has significant synergy potential of around € 47 million. It will be more than 5 % earnings accretive already in the first full year of consolidation and considerably higher in the second and third year. The acquisition will be fully financed with debt. The company intends to issue € 200 million in new shares at the earliest opportunity. The transaction is expected to close in the second half of 2017.
Q2 2017 Highlights[3]
Volume increased 20.5 % to 2,052 million liters. Organic volume growth was 2.8 %.
Contract manufacturing volume increased to 37.7 % of total volume mainly driven by acquisitions.
Gross profit margin per liter amounted to 13.4 euro cents in line with the expected impact of last year’s acquisition in the US (Q2 2016: 14.0 euro cents). Like-for-like gross margin per liter was 13.9 euro cents.
Adjusted EBITDA amounted to € 66 million (Q2 2016: € 68 million).
Adjusted EPS was € 0.34 (Q2 2016: €0.37).
CEO Refresco, Hans Roelofs:
“In July we announced the acquisition of Cott’s bottling activities transforming Refresco into the world’s largest independent bottler. In combining the two companies we create nationwide coverage in the US – the largest single soft drinks market globally – while adding significant capacity and extending our broad product portfolio in the UK. This acquisition lies at the heart of our buy & build strategy and is a perfect fit with Refresco’s current activities. It taps into the expected private label growth in the US enabling us to support further growth of our core customers and it creates a US national platform for contract manufacturing. We look forward to presenting this exciting new development to shareholders for their approval at the Extraordinary General Meeting on September 5, 2017.
“Looking back at the second quarter results we are pleased to report strong volume growth in Europe and the US driven by acquisitions and organic growth. On a like-for-like basis volume in retail brands remained stable and contract manufacturing for A-brands was up double digit. Gross profit margin per liter was in line with our expectations. Volume fluctuations in the quarter and significant startup costs of recently installed production lines affected our results.”
[1] Based on US GAAP. [2] Based on US GAAP. [3] Change percentages and totals calculated before rounding.
Cott Corporation announced that it has entered into a definitive agreement to sell its traditional beverage manufacturing business (“Cott Beverages”) to Refresco for USD $1.25 billion. The transaction includes Cott’s North America, U.K., and Mexico businesses (excluding the RCI International division and its associated concentrate facility as well as the Aimia Foods division).
For over 60 years Cott Beverages has been a leading manufacturer of a diverse mix of beverages for the retail trade and branded manufacturers and is one of the world’s largest producers of beverages on behalf of retailers, brand owners and distributors, producing multiple types of beverages in a variety of packaging formats and sizes, including carbonated soft drinks, 100 % shelf stable juice and juice-based products, energy drinks, clear, still and sparkling flavored waters, sports drinks, new age beverages, ready-to-drink teas, freezables and ready-to-drink alcoholic beverages.
Cott Beverages generates approximately $1.7 billion in revenues and has a strong and experienced management team with longstanding customer relationships in North America and the United Kingdom. Subsequent to the closing of the transaction, Cott Beverages’ leadership team will report to the Executive Board of Refresco.
The transaction is expected to:
Improve top-line growth and stability
Enhance overall gross profit and EBITDA margins
Significantly reduce net leverage
Reduce customer concentration
Reduce commodity exposure
Shift Cott’s core focus to the growing categories of water, coffee, tea and filtration
The acquisition, which is expected to close in the second half of 2017, is subject to certain closing conditions including regulatory approval, Refresco shareholder approval, and working capital adjustments.
