Danisco signs agreement on the divestment of Flavours and enters strategic partnership with Firmenich
Notice No. 8/2007
The divestment of Flavours to Firmenich is based on an enterprise
value of DKK 3.36 billion
Strategic partnership agreement
with Firmenich – a world leader with flavours and fragrances
Enhanced
focus on growth in Bio Ingredients and Texturants & Sweeteners
Share buyback at the level of DKK 500 million once the divestment has
been concluded
Danisco has entered into an
agreement on the divestment of Flavours to Firmenich, a world leader with
flavours and fragrances. An enterprise value for the activities has been agreed
at DKK 3.36 billion, corresponding to 2.2 times revenue in 2006/07. The
agreement is subject to approvals by the relevant authorities in a number of
countries. The agreement is expected to be concluded around the end of June
2007.
At the same time, Danisco and Firmenich are entering a
strategic partnership, which will provide unique and comprehensive solutions for
the food industry. The agreement allows for Danisco maintaining a unique product
offering for its customers and for a strengthening of the position of both
parties in the food industry.
Danisco's
leading global market position in ingredients used in food as well as industrial
applications has been boosted over relatively few years through organic growth
and several acquisitions. The acquisitions of Rhodia Food Ingredients (cultures)
in 2004 and Genencor (enzymes) in 2005 were major events enforcing Danisco's
market position and strengthening our biotechnology platform.
Danisco has managed to obtain a global market position as no. 1, 2 or 3
within Bio Ingredients and Texturants & Sweeteners. During the same
period, a major consolidation has taken place within the flavours and fragrance
industry. With revenue in Flavours of approx. 1.5 billion in 2006/07,
corresponding to only 2-3% of the world market, Danisco's market position in
this ingredients area is limited compared with the largest players. Flavours
currently employs some 800 employees, or less than 8% of the total staff in
Danisco.
Unfolding the potential: Enhanced focus on growth
in Bio Ingredients and Texturants & Sweeteners
The divestment
of Flavours should be seen as a value-creating and forward-looking initiative.
The new ownership will create a critical mass for the activity and the strategic
partnership allows us to further capitalise on Danisco's global sales and
applications organisation in close cooperation with Firmenich. In addition,
financial as well as managerial resources will be released with a view to
increasing growth in Bio Ingredients and Texturants & Sweeteners, both
enjoying a strong technology platform and market position.
As a natural
next step in ‘Unfolding the potential’, an accelerated process is being launched
to identify additional growth initiatives based on Bio Ingredients and
Texturants & Sweeteners. The divestment of Flavours will necessitate a
resource adjustment, however, the basic objectives of ‘Unfolding the potential’
will remain unchanged.
Accounting facts
The
accounting gain is estimated at around DKK 0.4 billion after an expected tax
expense of DKK 0.4 billion. This tax expense is caused by the fact that the
transaction to a large extent involves activities that are integrated in the
legal entities of the Danisco group. The released invested capital of around DKK
2.4 billion covers goodwill and operating assets including working capital in
equal measure. In consequence of the transaction, Flavours will be recognised in
the accounts for Q1 2007/08 under discontinued operations, and the accounting
gain will be recognised under special items.
Planned share
buyback
Proceeds after tax are expected at DKK 2.9 billion and will
consequently reduce Danisco’s debt significantly. The group’s financial gearing
expressed as net interest-bearing debt compared with EBITDA will as a
consequence of the transaction fall to the lower end of the financial gearing
target range of 3.0 – 4.5. Share buybacks at the level of DKK 500 million are
expected to be launched once the divestment of Flavours is concluded during the
first six months of 2007/08. It should be noted that the group’s capital
structure is regularly evaluated in order to ensure an optimal balance between
the group’s gearing, strategic initiatives and financial scope.
Outlook
The outlook for 2006/07 is maintained and the
Announcement of Results is released on 20 June 2007, where, as planned, the
outlook for the present financial year will be announced.
Telephone
conference
A telephone conference for investors, analysts and the
press will be held on Monday at 9:00 am. It will be possible to follow the
conference from our website. The telephone number for participation in the
telephone conference is: +353 1 436 4265.
Firmenich
Firmenich is the largest privately-owned company
in the perfume and flavour business and ranks among the world's top three in the
industry. Founded in Geneva, Switzerland, in 1895, it has built its reputation
on its innovation, creativity and entrepreneurial spirit as global flavours
partner to the leading manufacturers of food, beverages, confectionery, dairy
and pharmaceuticals. The company had CHF 2.3 billion in annual revenue at end
June 2006 and employs 4,800 people. www.firmenich.com
Danisco Flavours
Danisco's Flavours Division develops and
produces a vast range of natural and nature-identical flavours for the global
food & beverage industry as well as speciality chemicals and natural
extracts for the flavour and fragrance industry. The division is one of the
world's leading producers of dairy flavours, vanilla, citrus and coffee
flavours. As an international flavour house with flavour creation and
application centres in strategic locations worldwide, we are able to combine
technical and creative flavour skills with our extensive knowledge of food
ingredients and tailoring our products to the requirements of individual
customers. In 2006/07 Danisco's Flavours Division recorded revenue of approx.
DKK 1.5 billion and employed some 800 people.