FDBusiness.com

CSM has announced that agreement has been reached with affiliates of regarding the intended divestment of CSM’s Bakery Supplies businesses. The Bakery Supplies activities will be divested for an Enterprise Value of € 1,050 million. This divestment is an important part of CSM nv’s strategy to transform into a bio-based ingredients company.

The businesses planned to be divested by CSM nv comprise the European Bakery Supplies and North American Bakery Supplies businesses (excluding Caravan Ingredients), as well as the international Bakery Supplies activities. Rhône Capital will also acquire the CSM brand name. In 2012 these businesses had aggregate sales of €2,562 million and aggregate EBITA excluding one-off costs of € 106.8 million. Total staff comprised 8,220 employees (FTE) at end of 2012.

The net cash proceeds from the divestment are estimated to be approximately € 850 million. The difference between Enterprise Value and net cash proceeds, for the largest part, relates to liabilities such as pensions being transferred with the business.

The Board of Management and the Supervisory Board of CSM nv are of the opinion that this transaction is in the best interests of all stakeholders, including employees, shareholders, and customers. As a next step, we will undertake consultative procedures with the works councils and labor unions where applicable. Completion is subject to regulatory clearance from competition authorities, in Europe and the United States. The intended transaction is expected to be completed in the third quarter.

This transaction is a significant step on the Company’s path to transform into a bio-based ingredients company, which CSM nv announced on 7 May 2012. Shareholder approval for the transformation of the Company and divestment of its Bakery Supplies businesses was obtained at an Extraordinary General Meeting of Shareholders, held on 3 July 2012.

Commenting on today’s announcement, Gerard Hoetmer, CEO of CSM said: “The intended divestment of our Bakery Supplies businesses is a milestone in the development of the Company, and an essential step towards our goal of transforming into a leading supplier of innovative bio-based ingredients and solutions. Just as important, as part of Rhône Capital, the Bakery Supplies businesses, continuing with our highly appreciated workforce, will have more opportunities to develop their strong market positions in Europe and North America, build a strong presence in new markets, and lead the trend towards further industry consolidation.”

Steven Langman, Managing Director, of Rhône Capital commented: “Rhône Capital commented: “We are proud to succeed CSM nv in stewardship of the Bakery Supplies businesses. We look forward to building on the foundation of the Bakery Supplies businesses’ product innovation capabilities, valued customer relationships and skilled workforce, and to support existing management in its global growth.”

Following a comprehensive review of the group’s strategy CSM nv announced on 7 May 2012 that it intended to transform into a bio-based ingredients company focusing on the Purac and Caravan Ingredients businesses and divest its North American and European Bakery Supplies businesses (excl. Caravan Ingredients.) CSM required for Bakery Supplies funding to participate in the market consolidation, and bio-based ingredients to invest in attractive opportunities in value creating, high growth activities. In the longer term CSM would not have sufficient financial resources to exploit both.

On 3 July 2012 CSM obtained shareholder approval for the transformation of the Company and divestment of its Bakery Supplies businesses at an Extraordinary General Meeting of Shareholders. On 25 March 2013 CSM nv announced that agreement has been reached with affiliates of Rhône Capital L.L.C. regarding the intended divestment of CSM’s Bakery Supplies businesses. The Bakery Supplies activities will be divested for an Enterprise Value of € 1,050 million.

The businesses planned to be divested by CSM nv comprise the European Bakery Supplies and North American Bakery Supplies businesses (excluding Caravan Ingredients), as well as the international Bakery Supplies activities. Rhône Capital will also acquire the CSM brand name. In 2012 these businesses had aggregate sales of € 2,562 million and aggregate EBITA excluding one-off costs of € 106.8 million. Total staff comprised 8,220 employees (FTE) at end of 2012.

The net cash proceeds from the divestment are estimated to be approximately € 850 million. The difference between Enterprise Value and net cash proceeds, for the largest part, relates to liabilities such as pensions being transferred with the business. As a next step, CSM will undertake consultative procedures with the works councils and labor unions where applicable. Completion is subject to regulatory clearance from competition authorities, in Europe and the United States. The intended divestment is expected to be completed in the third quarter. The Future CSM Purac is an innovative biotechnology company. It is the world market leader in lactic acid and its derivatives. Purac is leveraging its fermentation capabilities to expand beyond lactic acid into other bio-based alternatives for petrochemically based products. Caravan Ingredients has leading positions in the North American markets for specialty ingredients including lactic acid based emulsifiers, functional blends containing enzymes, and fortification ingredients.

The combination will be a leading supplier of innovative, bio-based ingredients for preservation, nutrition, fortification and stabilization, serving end markets in food, chemicals and polymers. The combination will target growth opportunities in new lactic acid applications such as bio plastics, animal health and nutrition, as well as next generation, bio-based alternatives for oil-based materials, all with superior performance and environmental credentials.