Valencia, Spain/Zurich, Switzerland, March 3, 2009 - NATRA, European reference private label chocolate player, and BARRY CALLEBAUT, the world's leading manufacturer of highquality cocoa and chocolate products, have signed a memorandum of understanding regarding the possible integration of Barry Callebaut's European consumer chocolate business (Stollwerck) into Natra.
The combination of the two businesses would create a significant private label and third‐party chocolate products maker in Europe with estimated annual sales of around €850 million/CHF 1,270 million, according to pro forma combined figures for 2008, a share of 2.0% of the entire European cocoa and chocolate market and a pro forma production output of around 215,000 tonnes in 2008.
The transaction would follow a strong industrial logic and would create value for both parties. First, it would allow both parties to concentrate on their respective core businesses: Natra would be able to secure future growth in consumer PLB and third‐party branded chocolate (comanufacturing), and Barry Callebaut could focus on its strategy of being the preferred outsourcing partner for industrial and artisanal customers. Second, it would bring together two entities which are highly complementary in terms of geographical presence, know‐how and product range. And third, it would include a significant, long‐term outsourcing contract under which Barry Callebaut would supply a minimum volume of 85,000 tonnes per year of liquid chocolate to Natra, guaranteeing the supply of this ingredient for Natra.
The final structure of the transaction will be part of the negotiations and still need to be defined.
The terms stated in the Memorandum of Understanding have been ratified by the Board of Directors of both companies. The transaction is subject to the CNMV (Spanish Stock Market Regulation Authorities) approval of exempting Barry Callebaut from launching a public takeover bid for Natra, considering the industrial purposes of the transaction, as set forth in the Spanish Takeover Bid Law. It is also subject to a number of conditions, such as satisfactory due diligence, secured future financing of operations, Works Council consultation, Natra’s Extraordinary Shareholder Meeting and the approval from both companies’ Board of Directors. As a result of this transaction, Barry Callebaut would become a minority shareholder in the new Natra. As part of the transaction, Natra would reduce its investment in Natraceutical to less than 50% and no longer fully consolidate this investment in their accounts. The parties foresee to be able to execute the transaction in summer 2009. They have agreed not to disclose any further financial details or other information for the time being.