FDBusiness.com

Global food giant Danone is to merge its fresh dairy products business in the CIS area with Unimilk, Russia’s second largest manufacturer of dairy products and baby food. Established in 2002, Unimilk operates 28 production plants in Russia, Ukraine and Belarus and has 14,000 employees. Unimilk’s sales in 2009 amounted to Eur1b (up 7% on 2008).

Spanning operations in Russia, Ukraine, Kazakhstan and Belarus, the merger covers all dairy products. It will make Danone-Unimilk the leader for dairy products in the CIS area as a whole, and particularly in Russia, where it will account for around 21% of the total market and hold strong positions in high-value, high growth segments.

The new entity will generate annual sales of approximately Eur1.5 billion and employ over 18,000 people. It will be chaired by Andrey Beskhmelnitsky, current chief executive of Unimilk, while Filip Kegels, current general manager of Danone Fresh Dairy Products in Eastern Europe and Central Asia, will take charge of operational management.

The two businesses are highly complementary: In terms of geographical presence, Danone operates mainly in western Russia, while Unimilk has a higher profile to the east. The product ranges are also complementary with Danone’s strength in the value-added health segment enhancing Unimilk’s strong positions and powerful brands in core markets.

The merger will allow Danone-Unimilk to benefit from significant sales and cost synergies, and to take advantage of strong growth momentum in the region’s dairy products market. Danone will control 57.5% interest in the new entity, while the current shareholders of Unimilk will hold 42.5%.

The transaction will be carried out principally through a contribution of assets, supplemented with a cash purchase of shares by Danone. Danone’s net financial debt will increase by Eur1.3b principally as the result of the value of the put options which will be granted to the current shareholders of Unimilk. These options will allow them to dispose part or all of their shares in the new entity, Danone being able to hold 100% of these shares in 2022. The operation will be accretive to Danone earnings per share starting in 2011.

“Almost 20 years after taking our first steps in Russia, Danone-Unimilk represents a strategic move for Danone in a region which is offering a promise of growth in the years ahead, and where we will be pursuing ambitious goals for the future,” says Franck Riboud, chairman and chief executive of Danone. “It is also an important new step in Danone’s drive to extend business into new geographical markets.”

The transaction is subject to regulatory approvals in the countries concerned. Closing is currently expected to take place towards the end of 2010.