Celanese Corporation, a global chemical and specialty materials company, and Mitsui & Co., Ltd. announced the signing of a definitive agreement to form a food ingredients joint venture under the name Nutrinova. Celanese will contribute the assets, technology and employees of its food ingredients business while retaining a 30% stake in the joint venture. Mitsui will acquire the remaining 70% stake at a purchase price of $472.5 million, representing an enterprise valuation of approximately 15 times 2022 EBITDA. The parties expect to close the transaction in the second half of 2023, pending regulatory approvals.
The Nutrinova joint venture builds upon the existing long-term strategic partnership between the two companies. The agreement combines the technology, product portfolio and backward integration of the Celanese Food Ingredients business with Mitsui’s long-standing positions across the food value chain in Asia and other regions. Additionally, Celanese will continue to meet the full acetyls raw material needs of the Nutrinova JV under a long-term supply agreement.
The formation of the Nutrinova JV allows Celanese to monetize a majority of that business in a value accretive way and also maintain the benefits of integration with the Acetyl Chain. After consideration of closing expenses and transaction costs, an estimated net cash proceeds of approximately $450 million will be fully used to pay down debt, which is a meaningful step in the company’s deleveraging plan.
The Celanese Food Ingredients business is a leading producer of acesulfame potassium (Ace-K) sweetener as well as sorbic acid and potassium sorbate preservatives. Celanese is the inventor and only western producer of the zero-calorie, high-intensity sweetener Sunett® Ace-K. On a pro-forma basis, the Food Ingredients business generated approximately $170 million in 2022 net sales in 2022.
Celanese is advised by BofA Securities as financial advisor and Shearman & Sterling LLP as legal counsel.
