Listed Irish food group Glanbia is to acquire US-based peer Flavor Producers for an initial $300 million (€281m), the listed company announced on Monday.
Glanbia said it reached an agreement with Aroma Holding Company and related entities, which own the Californian group. 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 deal will be financed by Glanbia’s existing banking facilities and cash. The Kilkenny-based company said it has a strong balance sheet with net debt of $248.7 million at the end of last year. It also has a net debt to adjusted earnings before interest, taxes, depreciation, and amortisation (EBITDA) ratio of 0.5 times and $1.3 billion of committed debt facilities.
It is anticipated the deal will close in the first half of 2024 subject to customary closing conditions and agreed completion accounts. It is expected to be marginally accretive to Glanbia’s adjusted earnings per share in its first full year of ownership.
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The company’s current €100 million buyback programme announced on February 28th is ongoing and is unaffected by the deal.
Flavor Producers was founded in 1981 as a family business in Valencia, California. Plant-based flavour and extract creation is the company’s speciality. It is a leading developer and manufacturer of natural and organic flavours in North America.
In the 12 months to February, Flavor Producers delivered $86.1 million net sales and adjusted EBITDA (before non-recurring costs) of $19.7 million. The gross assets of Flavor Producers as at February 2024 were $321 million.
Glanbia will operate Flavor Producers within its Glanbia Nutritionals, Nutritional Solutions business.
Glanbia said the deal was consistent with its strategy of acquiring complementary businesses to grow its Better Nutrition platforms. “Flavor Producers significantly expands Nutritional Solutions’ flavours offering, bringing new capabilities in the attractive and growing natural and organic flavours market which are aligned with long term consumer trends,” it said.
Glanbia chief executive Hugh McGuire said he was “delighted” with the deal. “This acquisition builds on our existing flavours capability and positions us well to capture long-term growth opportunities in the organic and natural flavours segments.
“Mergers and acquisitions are an important part of our growth strategy, and this transaction represents a further opportunity to scale our Nutritional Solutions business, unlock synergies and acquire unique and complementary capabilities.”
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