Barry Callebaut to acquire the Cocoa Ingredients Division from Petra Foods, Singapore

ZURICH, SWITZERLAND — (Marketwire) — 12/11/12 —

Barry Callebaut /Barry Callebaut to acquire the Cocoa Ingredients Division from Petra Foods,Singapore. Processed and transmitted by Thomson Reuters ONE.The issuer is solely responsible for the content of this announcement.

Media / Analysts conference call / webcast today at 09:00am CET

World’s leading chocolate manufacturer to significantly strengthen itspositionin cocoa processing

Zurich/Switzerland, December 12, 2012 – Barry Callebaut, the world’sleadingmanufacturer of high-quality cocoa and chocolate products, has reached anagreement with Petra Foods Ltd., Singapore to acquire their CocoaIngredientsDivision. Petra Foods’ Cocoa Ingredients Division is the largest cocoaproductssupplier in Asia with a global sales volume of 265,000 MT and 47,000 MT ofco-manufacturing volumes for large accounts, sales revenue of USD 1.3 billion(CHF1.1 billion) and 1,700 employees in fiscal year 2011 (ended December 31,2011).The business has a significant global footprint across four continents with405,000 MT of bean-grinding capacity in seven processing facilities, andfoursales offices. The integration of Petra Foods’ Cocoa Ingredients Divisionwillmake Barry Callebaut the largest global cocoa processor. The transactionalsoincludes a long-term agreement with Petra Foods’ branded consumer divisiontosupply it with cocoa products covering 75% of its total needs. Thetransactionis subject to approval by Petra Foods’ shareholders as well as regulatoryauthorities. The closing of the transaction is expected in summer 2013.

Excellent strategic fit – supporting future global growth

Andreas Jacobs, Chairman of Barry Callebaut, said: “This acquisition is anexcellent strategic fit that will support our future global growth. Theintegration of Petra Foods’ Cocoa Ingredients Division into our Group isexpected to strengthen Barry Callebaut’s earnings per share. Thissignificanttransaction will allow us to continue our expansion strategy in all regionsandcapture additional opportunities through outsourcing and partnershipagreementsas well as in Gourmet.”

Juergen Steinemann, Barry Callebaut’s Chief Executive Officer, added: “Theacquisition marks a major step forward in the implementation of our four-pillargrowth strategy. A stronger integrated position in sustainable cocoasourcingand processing is important to keep growing our chocolate business over-proportionally, especially in emerging markets. The deal also allows us tobecome a strategic supplier of specialty cocoa powders and meet the growingintegrated value chain requirements of our customers and partners.Moreover,Barry Callebaut will gain valuable know-how and become even more globalthanksto all the new colleagues whom we will welcome with open arms upon closingtheplanned transaction.”

The acquisition is in line with Barry Callebaut’s strategy for futuregrowthbased on the four pillars 1) Expansion, 2) Innovation, 3) Cost Leadershipand4) Sustainable Cocoa:

Financial impact of the transaction – creating value for all stakeholdersThe planned acquisition will create value for all stakeholders. The totalconsideration will be USD 950 million on a cash/debt-free basis[1]. Thebookvalue of the net assets of the business to be acquired amounts to USD 784million (CHF 737 million) as of September 30, 2012[2].

It is planned to integrate Petra Foods’ Cocoa Ingredients Division, whichishighly complementary in terms of business, products and geographies, intoBarryCallebaut. The run-rate synergy potential has been calculated to amount toCHF30 to 35 million, to be fully achieved four years after closing thetransaction.These synergies will result from an enhanced purchasing platform, optimizedproduct flows and overhead costs. To achieve these synergies, the groupestimates one-off costs at CHF 10 to 15 million, to be incurred equallybetweenthe first two years post transaction. Additionally the Group estimates one-offtransaction costs of approximately CHF 10 million.

The transaction is expected to be accretive to earnings per share on areportedbasis in the second full year of consolidation (fiscal year 2014/15).

Barry Callebaut mid-term guidance as of consolidationAs of consolidation Barry Callebaut envisages the following targets: 6-8%volumegrowth on average per year until 2015/16 and an EBIT per tonne restored toBarryCallebaut’s pre-acquisition level by the end of the same period, barringanymajor unforeseen events.

Financing

Barry Callebaut will fund the transaction through a bridge loan from banks.Thebridge loan will be replaced within 12 months by the issuance of acombinationof equity and debt. The transaction has the full support of Jacobs HoldingAG,Barry Callebaut’s majority shareholder.

Credit Suisse acted as exclusive financial advisor to Barry Callebaut onthistransaction.

[1]Adjustments to the consideration will be made at the date of completionrelated to – amongst others – net debt and net working capital.

[2]Based on figures officially disclosed by Petra Foods Limited pertainingtoits Cocoa Ingredients Division while the final scope of the transactionslightlydiffers and the values are subject to adjustments at the completion of thetransaction.

Key figures (in CHF million)

* The key figures shown in the table above are figures officially disclosedbyPetra Food Limited pertaining to its Cocoa Ingredients Division while thefinalscope of the transaction slightly differs.

(1) Fiscal year 2011 segment results as reported, converted ataverage2011 FX rate of CHF 0.8869 per USD.

(2) Q3 (9M) Fiscal year 2012 segment results as reported, convertedataverage 9M Sep 2012 FX rate of CHF 0.9403 per USD. For ease of reference,thisrate has also been used to translate the net segment assets for bothperiods.

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More information on this acquisition will be provided today during aconferencecall / audio webcast for media, analysts & institutional investors at09:00amCET.

All dial-in and access details as well as the presentation can be found ontheBarry Callebaut website. The presentation will be available as of 08:30amCET.

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With annual sales of about CHF 4.8 billion (EUR 4.0 billion / USD 5.2billion)for fiscal year 2011/12, Zurich-based Barry Callebaut is the world’sleadingmanufacturer of high-quality cocoa and chocolate – from the cocoa bean tothefinest chocolate product. Barry Callebaut is present in 30 countries,operatesaround 45 production facilities and employs a diverse and dedicatedworkforce ofabout 6,000 people. Barry Callebaut serves the entire food industryfocusing onindustrial food manufacturers, artisans and professional users of chocolate(such as chocolatiers, pastry chefs or bakers), the latter with its twoglobalbrands Callebaut((R)) and Cacao Barry((R)). Barry Callebaut is theglobal leader in cocoa and chocolate innovations and provides acomprehensive range of services in the fields of product development,processing, training and marketing. Cost leadership is another importantreason why global as well as local foodmanufacturers work together with Barry Callebaut. Through its broad rangeofsustainability initiatives and research activities, the company works withfarmers, farmer organizations and other partners to help ensure futuresuppliesof cocoa and improve farmer livelihoods.

Petra Foods’ Cocoa Ingredients Division

Petra Foods is built upon two complementary business divisions:

Petra Foods has been listed on the Mainboard of the SGX-ST (Singapore)sinceNovember 2004.

Petra Foods entered the cocoa ingredients business in 1988. The CocoaIngredients Division has a strong heritage with a track record of organicandacquisition-led growth.

With sales revenue of approximately USD 1.3 billion (CHF 1.1 billion) infiscalyear 2011 and about 1,700 employees, Petra Foods’ Cocoa IngredientsDivision isthe largest cocoa ingredients supplier in Asia.

It provides highly customized premium cocoa ingredients (cocoa liquor,cocoabutter, cocoa powder) to international food and beverage companies aroundtheworld. The products are marketed internationally under the Delfi brand andinEurope under the Nord Cacao brand.

It has a significant global footprint with 405,000 MT grinding capacity in7locations (Indonesia, Malaysia, Thailand; France, Germany; Brazil, Mexico)andoperates 4 sales offices (Singapore, Philippines; Netherlands, USA).Strategically located close to the largest consuming markets Petra Foods’CocoaIngredients Division serves customers in more than 60 countries in aflexible,expedient and cost-effective manner.

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The complete news release can be downloaded from the following link:

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Source: Barry Callebaut via Thomson Reuters ONE

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