NATUREX : Naturex doubles the size of its Food et Beverage operations in the United States with the acquisition of Vegetable Juices Inc., specializing in vegetable-based natural ingredients

information fournie par Actusnews •20/05/2014 à 10:00

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Naturex doubles the size of its Food & Beverage operations in the United States with the acquisition of Vegetable Juices Inc., specializing in vegetable-based natural ingredients

Press release

Avignon, 20 May 2014 - Naturex, the global leader in specialty plant-based natural ingredients, notifies shareholders that it has agreed to acquire 100% of the capital of Chicago-based Vegetable Juices Inc.[1] specializing in the production and distribution of natural vegetable ingredients.

This transaction meets the Group's strategic criteria for external growth projects and will strengthen our position as a multi-specialist of natural ingredients, particularly within the still highly fragmented and growing market of fruit and vegetable-based ingredients.

With a broad variety of vegetables available in multiple formats, Vegetable Juices Inc. develops technical and customized natural ingredients with nutritional and organoleptic properties (taste, texture, colors, etc) that meet food and beverage manufacturers' expectations (smoothies, ready meals, sauces, etc). Vegetable Juices Inc.'s expertise allows them to deliver custom solutions that suit various technical requirements of its customers.

The acquisition of Vegetable Juices Inc. will double the size of our Food & Beverage operations in the United States and represents a very good opportunity to accelerate Naturex's growth in this market, particularly in the technical segment of vegetable-based ingredients. Founded 80 years ago in Chicago, historic heart of the food business in the United States, Vegetable Juices Inc. has established a strong industrial and scientific base positioning the company as a key player in this segment.  Vegetable Juices Inc.'s quality client portfolio includes many major global food and beverage companies, and their culinary and superior sourcing capabilities will benefit the Group and accelerate our development in these areas.

"We are very proud of this acquisition and delighted by the addition to our Group of the Vegetable Juices Inc. team that shares our values of excellence, technical and scientific innovation and customer-centric culture", commented Naturex's CEO, Thierry Lambert. "This acquisition is perfectly aligned with our strategy and will allow us to significantly strengthen our position in the United States, the world's largest food industry market. It will also offer us an excellent complementarity in terms of products to provide new momentum to our offering of fruit and vegetable-based ingredients (NAT F&V™ range) across our sales network."

Elizabeth Doyle, CEO of Vegetable Juices Inc. added: "We are extremely pleased with this acquisition by Naturex. Our companies' values are aligned. This acquisition will ensure business continuity, growth of the company and advancement of the values and work fostered by the Garvy family for so many years.”

Also commenting on this acquisition, Steve Wiley, COO of Vegetable Juices Inc.: "We are very pleased to be joining Naturex Group. Vegetable Juices Inc. will have the opportunity to benefit from the significant development potential offered by combining our technical and scientific expertise, enhancing our product offering and maximizing our commercial presence.”

Terms and financing of the acquisition

Vegetable Juices Inc. is a largely family-owned company founded in 1934. The transaction covers 100% of the shares making up its capital and was carried out within the range of current valuations prevailing in the ingredients market.

The company presents an interesting profile of development in recent years based on its positioning in the buoyant vegetable-based ingredients market that includes few significant players. The company generated in 2013 sales of US$42 million for an adjusted EBITDA rate slightly above that of Naturex.

Naturex is planning to proceed shortly with a capital increase maintaining the pre-emptive subscription rights of shareholders for an amount of approximately €65 million, to finance mainly the acquisition of Vegetable Juices Inc. in addition to more modest-sized acquisition opportunities that may arise in the coming months.

The legal and regulatory procedures relating to this capital transaction are currently under preparation and will be notified through specific announcements and disclosures.

At the same time, Naturex is refinancing its structured loan by finalising a new financing agreement guaranteed by Natixis and CM-CIC Securities, including multiple credit line tranches as well as a bridge-to-equity facility linked to the Vegetable Juices Inc. acquisition, repayable from the proceeds of the capital increase.

DISCLAIMER

This document does not constitute an offer to sell or the solicitation of an offer to buy the securities of Naturex S.A. (“ Naturex ” or the “ Issuer ”) in the United States or in any other jurisdiction of the United States. The securities referred to herein may not be offered or sold in the United States unless such securities are registered under, or pursuant to an exemption from registration under, the US Securities Act of 1933, as amended. The Issuer has not registered, and does not intend to register, any of the securities referred to herein in the United States and does not intend to conduct a public offering of the securities in the United States.

This announcement does not constitute a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of November 4th, 2003 (the “ Prospectus Directive ”), as amended, to the extent such Directive has been transposed in the relevant Member State of the European Economic Area.

With respect to the Member States of the European Economic Area which have implemented the Prospectus Directive (each a “ Relevant Member State ”), no action has been undertaken or will be undertaken to make an offer to the public of the securities requiring a publication of a prospectus in any Relevant Member State, other than France. As a result, the new or existing shares of the Issuer may not be offered and will not be offered in any Relevant Member State other than France, except (i) to any legal entity which is a qualified investor as defined under the Prospectus Directive, (ii) to fewer than 100, or, if the Relevant Member State has implemented the relevant provisions of Directive 2010/73/EU, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) as permitted under the Prospectus Directive; or (iii) in any other circumstances not requiring the Issuer to publish a prospectus as provided under Article 3(2) of the Prospectus Directive and/or regulations applicable in the Relevant Member State.

For the purposes of this provision, an “offer to the public” in relation to the new or existing shares of the Issuer in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the new or existing shares of the Issuer to be offered so as to enable an investor to decide to purchase the new or existing shares of the Issuer, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State.

In the United Kingdom, this document does not constitute an approved prospectus for the purpose of and as defined in section 85 of the Financial Services and Markets Act 2000 (as amended) (the “ FSMA ”), has not been prepared in accordance with the Prospectus Rules issued by the UK Financial Conduct Authority (the “ FCA ”) pursuant to section 73A of the FSMA and has not been approved by or filed with the FCA or any other authority which would be a competent authority for the purposes of the Prospectus Directive. The new and existing shares in the Issuer may not be offered or sold and will not be offered or sold to the public in the United Kingdom (within the meaning of sections 85 and 102B of the FSMA) save in the circumstances where it is to be lawful to do so without an approved prospectus (within the meaning of section 85 of the FSMA) being made available to the public before the offer is made.

This document is for distribution in the United Kingdom only to persons who (i) have professional experience in matters relating to investments falling within section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “ Financial Promotion Order ”), (ii) are persons falling within sections 49(2)(a) to (d) (“high net worth bodies corporate, unincorporated associations etc”) of the Financial Promotion Order, or (iii) are persons otherwise permitted by law to receive it (all such persons together being referred to as “ Relevant Persons ”). In the United Kingdom this document is directed only at Relevant Persons and must not be distributed to, acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available in the United Kingdom only to Relevant Persons and will be engaged in only with Relevant Persons.

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Naturex has been listed since October 1996 on NYSE Euronext in Paris, Segment B

About Naturex

Naturex is the global leader in speciality plant-based natural ingredients. The Group is organised around three strategic markets (food & beverage, nutrition & health and personal care) and produces and markets speciality plant-based ingredients for the food, nutraceutical, pharmaceutical and cosmetic industries.

Naturex's head office is based in Avignon. The company employs more than 1,450 people with 8 sourcing offices located throughout the world and high-performance manufacturing operations across 16 sites in Europe, Morocco, the United States, Brazil, Australia and India. It also has a global commercial presence through a dedicated network of sales offices in more than 20 countries.