Glanbia plc, the Better Nutrition company, announced that it has entered into an agreement with the shareholders of Aroma Holding Company, LLC and related entities, the owners of Flavor Producers LLC (“Flavor Producers”) to acquire the business for an initial consideration of $300 million plus deferred consideration.
Flavor Producers is a flavor platform in the US, providing flavors and extracts to the food and beverage industries, with a focus on organic and natural ingredients. Glanbia will operate Flavor Producers within its Glanbia Nutritionals (“GN”), Nutritional Solutions business (“NS” or “Nutritional Solutions”).
The Transaction is consistent with Glanbia’s strategy of acquiring complementary businesses to grow its Better Nutrition platforms. Flavor Producers significantly expands NS’s flavors offering, bringing new capabilities in the attractive and growing natural and organic flavors market which are aligned with long term consumer trends.
Transaction highlights include:
- Flavor Producers is a leading independent flavors business in the US which represents a synergistic fit with the existing flavors capability of NS
- Acquiring an established platform with a 40 year plus history, a strong team and a track record of innovation
- Excellence in R&D and proprietary ingredients with best-in-class formulation capabilities. Extensive flavor library and vertical integration into flavor extracts, facilitating clean label solutions
- Financially attractive margin and growth profile which will improve business mix within NS
Consistent with Glanbia’s balanced capital allocation framework and retaining a strong financial position post Transaction
The initial consideration is $300 million with an additional deferred payment of up to $55 million, conditional on performance in 2024. Final consideration will also be impacted by the value of actual working capital and customary completion accounts at closing. The Transaction will be financed by Glanbia’s existing banking facilities and cash. Glanbia has a strong balance sheet with net debt of $248.7million at the end of FY 2023, a net debt to adjusted EBITDA ratio of 0.5 times and $1.3 billion of committed debt facilities.
It is anticipated that the Transaction will close in the first half of FY 2024 subject to customary closing conditions and agreed completion accounts.
The Transaction is expected to be marginally accretive to Glanbia’s adjusted earnings per share in its first full year of ownership.
