Acomo Acquires Leading Position in Worldwide Tea and Seeds Trade
By Amsterdam Commodities Nv, PRNEMonday, May 10, 2010
Trading House Makes Quantum Leap on Food Commodity Markets With EUR 100 Million Take-Over
ROTTERDAM, Netherlands, May 11, 2010 - Amsterdam Commodities N.V. (Acomo) has reached an agreement with
N.V. Deli Maatschappij (Deli) to buy its tea and seeds businesses for a
total consideration of about EUR 100 million. The trading house specialized
in spices, nuts and food ingredients is doubling its size. By taking over
the Van Rees Group en Red River Group of companies, Acomo is
acquiring a leading position in the tea and seeds trade, with worldwide
activities and offices on four continents. The proposed take-over, which
is subject to shareholders' approval, represents a breakthrough for
Acomo which celebrated its 100 years of public listing at the Amsterdam
stock exchange in 2008. The acquisition fits seamlessly with the
company's strategy defined in recent years, namely 'Focus on Food'.
Key points of the acquisition - Pro forma 2009 sales increase by 140% from EUR 165 to EUR 396 million; - Van Rees en Red River Commodities 2009 combined EBITDA of EUR 24.4 million and net profits of EUR 13.5 million (Acomo: EUR 10.5 million) - Combined company staff approximately 450 - Tea and seeds will form two additional, mature divisions within the Acomo group, alongside Catz International (spices and herbs) - Substantial earnings per share growth potential - Strong balance sheet ratio's maintained - Wider shareholders' base leading to improved share liquidity
The acquisition consideration totals about EUR 100 million. Acomo is
paying EUR 67.5 million in cash, EUR 8 million in shares and EUR 5 million
in convertible bonds.
In addition it will assume net debts of approximately EUR 20 million
(as per 31 March 2010).
"This attractive acquisition is the result of many years of work. It is
a great opportunity for our shareholders: we diversify our product portfolio,
diversify our trading risks and create new potential for substantial growth
of our earnings per share," says Acomo's managing director Stephane Holvoet.
Both business units of Deli hold leading positions in their respective
markets. According to Holvoet they have well experienced and capable
management and trading teams. "In this aspects the two companies are very
similar to our trading activities in spices. We share the same trading
spirit, have a similar historical background and our company cultures match.
We share the same vision towards business ethics and long-term value
creation."
Jack van de Winkel, Chief Executive Officer of Deli, comments on the
sale: "We are happy we have reached an agreement. We are well acquainted with
Acomo. Our tea and seeds businesses fit very well in the Acomo group and I
trust that their existing potential and plans will be realized. At Deli, a
company with approximately EUR 1.2 billion in sales and 3,000 employees, the
emphasis is the supply of timber and building materials to the construction
sector and the supply of constructive and decorative materials to DIY chains
and garden centers. Expansion in all sectors at the same time is not always
possible. We are convinced that Deli's tea and seeds businesses will even be
in a better position to realize their potential as part of Acomo."
Van Rees en Red River offer Acomo direct access to a worldwide network of
customers and producers, together with the appropriate product and market
expertise, own processing facilities and the customer service level that is
highly appreciated by the market. Both companies are financially sound and
can rely on an outstanding reputation with suppliers and customers. Those
criteria form the basis of their success and are comparable with those at
Catz International. "Based on our focus on food commodities, the two groups
present ample opportunity for growth, both through organic growth and through
acquisitions," concludes Holvoet.
Van Rees Groep (www.vanrees.com) is the largest independent tea
trader in the world with facilities in The Netherlands, Sri Lanka, Kenya,
Malawi, Indonesia, Egypt, the UK, North America, Russia and Vietnam. The
group has direct access to producers in all major tea producing countries,
including Argentina and China. Van Rees trades, processes, blends and
distributes 80,000 tons of tea worldwide, representing an annual turnover of
$ 182 million in the year ended at 31 March 2010. Customers include major
international tea packers and large regional tea packers. The company employs
approximately 130 staff and operates its own specialized blending and storage
facilities in most of the countries where it operates.
Red River Commodities (www.redriv.com) with headquarters in Fargo,
North Dakota, is a leading player in the worldwide trade, cleaning,
processing and distribution of confectionary sunflower, caraway and poppy
seeds. These products are sold to the food industry, wholesale traders and
retail chains. Red River also produces and supplies seeds based snacks,
mainly salted & roasted in-shell sunflower seeds. It also holds a strong
position on the wild bird food market. In The United States, wild bird food
is the second largest leisure pastime after gardening. The group also
produces 'SunButter(TM)', a highly successful anti-allergic alternative
for peanut butter. Red River processes 180,000 tons of seeds representing
sales of $ 145 million in the last fiscal year. The seeds activities include
four production sites in North Dakota, Kansas and Texas, In addition to Red
River Van Eck B.V. in Zevenbergen, The Netherlands, specializes in caraway
seeds and poppy seeds. According to Bernard Stuivinga, Chairman of Acomo's
Supervisory Board, the new tea and seeds businesses fit perfectly into
Acomo's decentralized management structure and with the company's style of
management and risk control. "The acquired companies will retain their
structure and their existing management teams, who have proven capable of
realizing healthy growth and margin improvement over the past years."
Financing
The acquisition purchase price including net debt amounts to just over
EUR 100 million. This will be financed by the issue of 1.5 million new
shares, by EUR 7 million own cash and by bank loans through ING Bank.
Furthermore, Acomo will issue convertible bonds totaling EUR 40 million
which have been subscribed by professional investors with the assistance of
SNS Securities N.V.
The convertible bonds are subordinated, have a 6 years tenor and can be
converted into shares starting six months after the issue date. The coupon
interest is set at 5.5% and the conversion price is EUR 7.39 (25% over the
average share closing price in the 20 trading days prior to and including
7 May 2010, i.e. EUR 5.91). Including the shares that will be issued at
closing to Deli, the total number of shares outstanding will - at the
present conversion price - increase to a maximum of 23,247,586.
New major shareholder
Deli ( www.deli-maatschappij.nl) will hold a 8.4% stake in Acomo
at closing. Deli has agreed not to sell its shares within 12 months after
the transaction. In addition Deli will participate in the convertible bond
issue for EUR 5 million. After a possible full conversion Deli's stake
will increase to 9.4%. This makes Deli the sixth major shareholder.
Subject to Shareholders' approval, Deli will propose a representative in
Acomo's Supervisory Board. The new shareholder undertakes to retain the
shares it will receive in the sale of the tea and seeds business at least
for one year.
Approval transaction
The acquisition of the tea and seeds businesses and the issue of
(rights to) new shares, is subject to the approval of the General
Shareholder's Meeting (AGM) to be held on 27 May 2010. The Shareholders'
circular that has been prepared in accordance with the legal obligations of
article 2.107a(c) BW and containing additional information on the
transaction, is published on Acomo's website, www.acomo.nl
Acomo and Deli Maatschappij expect to conclude the transaction on or
before 30 June 2010.
Enclosures - Historical background Acomo en Deli Maatschappij - Organizational chart after acquisition - Management and Supervisory Board Acomo - Major shareholders Acomo - Acomo press release annual figures 2009 - Shareholders' circular
Press conference
On 11 May 2010, a press conference will be held in The Amsterdam Hilton
Hotel, starting from 11.30 to 13.00 hours. Address: Apollolaan 138; phone
+31-20-7106000.
Present: Mr. S.G.J. Holvoet (managing director Acomo), Mr. B.H. Stuivinga
(chairman of The Supervisory Board) and Mr. J.M.M. van de Winkel (Chief
Executive Officer N.V. Deli Maatschappij).
Notes to editors
About Amsterdam Commodities N.V. (Acomo)
Amsterdam Commodities N.V. (Acomo) is an international group in the
trade and distribution of agricultural commodities, mainly spices (Catz
International, 100%), natural ingredients for the food industry (TEFCO
EuroIngredients and Snick EuroIngredients, both 100%) and natural rubber
(RCMA Commodities Asia, 43%) and is actively buying and selling in more
than 90 countries. The shares of Acomo are listed on NYSE Euronext Amsterdam
since 1908.
www.acomo.net
About Deli Maatschappij
Deli Maatschappij is a leading trading and distribution company. Its
main lines of business are supply of timber and building materials to the
construction industry in the Netherlands, supply of constructive and
decorative materials to DIY chains and garden centres throughout Europe and
supply of speciality agri-products to industry worldwide.
Through 15 main operating companies, Deli Maatschappij realizes
revenues of over Euro 1 billion with about 3,000 employees. Deli
Maatschappij seeks to be the leading supplier to professional buyers in
each market segment it serves.
www.deli-maatschappij.nl
www.acomo.net
www.creativevenue.nl
www.deli-maatschappij.nl
For further information please contact: Amsterdam Commodities N.V. (Acomo), Mr S.G.J. Holvoet, WTC, Beursplein 37, 8th floor, Rotterdam, sholvoet at acomo.nl, Mobile: +31-654638036, Phone +31-10-4051195 , Fax +31-10-4055094 , www.acomo.net ; Creative Venue public relations , Mr F. Witte, spokesman , Vliegtuigstraat 26 , 1059 CL Amsterdam , f.witte at creativevenue.nl , Mobile. +31-653736170 , Phone +31-20-4525225 , Fax +31-20-4528650 , www.creativevenue.nl (see press room) ; N.V. Deli Maatschappij , Mr. J.M.M. van de Winkel , Mobile: +31-653373135 , Tel. +31-10-402-17-00 , www.deli-maatschappij.nl; Image materials: Various images of the tea and seeds trade are available in digital format and free to use. Please order those images at Creative Venue, Mr. Thijno Kramer: E-mail: t.kramer at creativevenue.nl , phone +31-20-4525225
Tags: Amsterdam Commodities Nv, May 11, Netherlands, Rotterdam