Divestiture further intensifies SunOpta’s
focus on value-added plant-based foods and beverages
Lowers commodity trading exposure while
enhancing long-term growth rate and margins
Increases financial flexibility to enable
accelerated growth in plant-based beverage platform
SunOpta Inc. (“SunOpta” or the “Company”) (Nasdaq:STKL)
(TSX:SOY), a leading global company focused on plant-based foods
and beverages, fruit-based foods and beverages, and organic
ingredient sourcing and production, today announced it has reached
an agreement to sell the Company’s global ingredients segment and
related assets to an Amsterdam based global commodity trading
company, Amsterdam Commodities N.V. (Euronext: ACOMO) for a debt
and cash free consideration of €330 million. The transaction, which
remains subject to customary closing conditions, is expected to
close by January 2021.
“I’m pleased to announce this strategically transformational
transaction. This transaction further solidifies SunOpta’s future
direction as a high-growth, plant-based company focused on
providing value-added products in competitively advantaged
categories with consistent, sustainable, above average growth
characteristics. The long-term supply agreement negotiated as part
of this transaction provides SunOpta with the benefit of a
continued strategic relationship with a leading global ingredient
player in Acomo. Furthermore, this transaction de-levers and
strengthens SunOpta’s balance sheet, enabling the acceleration of
near-term expansion plans in our fast-growing plant-based food and
beverage segment. The plans include both high-return capital
investment projects, as well as synergistic acquisitions, that add
to an existing set of strong capabilities in our core plant-based
beverage platform. This is a very exciting time for us at SunOpta
as we look forward to building on our success of the past four
quarters,” said Joe Ennen, Chief Executive Officer of SunOpta.
“With the exciting acquisition of Tradin, Acomo will realize a
highly complementary acquisition, creating a leading global player
across organic and conventional unlisted commodities. The company
is a leading partner for the organic food industry, benefitting
from the rapidly growing global consumer demand for sustainable and
healthy foods. Tradin has an attractive financial profile and will
continue to be led by a highly experienced management team,” said
Allard Goldschmeding, Acomo Group Managing Director.
Under the terms of the agreement, SunOpta will sell processing
facilities located in Amsterdam, the Netherlands; Silistra,
Bulgaria; Addis Ababa, Ethiopia; and Yirgalem, Ethiopia. These
facilities and their employees will continue to operate in ordinary
course. Approximately 525 employees will be transferred from
SunOpta to Acomo.
The Global Ingredients business being sold contributed
approximately US$488 million to SunOpta’s net sales for the twelve
months ended September 26, 2020. The transaction valuation
represents an approximate 10x multiple of Adjusted EBITDA(1) for
the standalone business. This transaction is highly tax efficient
and is expected to be accretive to the Company’s long-term growth
rate and margin profile further focusing the Company on delivering
more consistent financial results for our shareholders.
Proceeds from this transaction will be used for capital
investment primarily into the core Plant-Based Foods and Beverages
segment and to pay down debt.
Conference Call Information
SunOpta plans to host a conference call at 9:00 A.M. Eastern
time today to discuss the strategic divestiture of the global
organic ingredients business. Investors interested in listening to
the conference call can join at the US toll-free number (833)
513-0545 or international dial in number +1 (778) 560-2569. The
conference ID number is 1093806. If you are unable to listen live,
the conference call will be archived and can be accessed for
approximately 90 days at the Company's website.
Advisors
Rothschild & Co is serving as financial advisor,
PricewaterhouseCoopers Advisory N.V. is serving as accounting
advisor, and Van Doorne N.V. and Faegre Drinker Biddle & Reath
LLP are serving as legal advisors to SunOpta.
Rabobank is serving as financial advisor, Deloitte and KPMG are
serving as accounting and tax advisors respectively and NautaDutilh
and Latham & Watkins LLP are serving as legal advisors to
Acomo.
About SunOpta Inc.
SunOpta Inc. is a leading global company focused on plant-based
foods and beverages, fruit-based foods and beverages, and organic
ingredient sourcing and production. SunOpta specializes in the
sourcing, processing and packaging of organic, natural and non-GMO
food products, integrated from seed through packaged products, with
a focus on strategic vertically integrated business models.
About Amsterdam Commodities N.V.
Amsterdam Commodities N.V. (Acomo) is an international group
with as its principal business the trade and distribution of
natural food products and ingredients. Our main trading
subsidiaries are Catz International B.V. in Rotterdam, the
Netherlands (spices and food raw materials), Van Rees Group B.V. in
Rotterdam, the Netherlands (tea), Red River Commodities Inc. in
Fargo, USA, Red River Global Ingredients Ltd. in Winkler, Canada,
Red River-van Eck B.V. in Etten-Leur, the Netherlands, Food
Ingredients Service Center Europe B.V. in Etten-Leur, the
Netherlands, and SIGCO Warenhandelsgesellschaft mbH in Hamburg,
Germany (edible seeds), King Nuts B.V. in Bodegraven, Delinuts B.V.
in Ede, and Tovano B.V. in Maasdijk, the Netherlands (nuts), and
Snick EuroIngredients N.V. in Ruddervoorde, Belgium (food
ingredients). Acomo shares have been traded on Euronext Amsterdam
since 1908.
(1) Non-GAAP Measures
In addition to reporting financial results in accordance with
U.S. GAAP, the Company provides additional information about its
operating results regarding segment operating income, adjusted
earnings and adjusted earnings before interest, taxes, depreciation
and amortization (“Adjusted EBITDA”), which are not measures in
accordance with U.S. GAAP. The Company believes that segment
operating income, adjusted earnings and adjusted EBITDA assist
investors in comparing performance across reporting periods on a
consistent basis by excluding items that are not indicative of its
operating performance. The non-GAAP measures of segment operating
income, adjusted earnings and adjusted EBITDA should not be
considered in isolation or as a substitute for performance measures
calculated in accordance with U.S. GAAP.
Forward-Looking Statements
Certain statements included in this press release may be
considered "forward-looking statements" within the meaning of the
United States Private Securities Litigation Reform Act of 1995 and
applicable Canadian securities legislation, which are based on
information available to us on the date of this release. These
forward-looking statements include, but are not limited to, our
expectation that the transaction will close by January 2021, will
enable the acceleration of near-time expansion plans and will be
accretive to the Company’s long-term growth rate and margin profile
further focusing the Company on delivering more consistent
financial results for our shareholders. Terms and phrases such as
“expected”, “plans”, “believe”, “will”, “continue”, “anticipate”,
“estimates”, “should”, “would”, “intend”, “may” and other similar
terms and phrases are intended to identify these forward-looking
statements. Forward looking statements are based on information
available to us on the date of this release and are based on
estimates and assumptions made by the Company in light of its
experience and its perception of historical trends, current
conditions and expected future developments as well as other
factors the Company believes are appropriate in the circumstances
including, but not limited to, the Company’s actual financial
results; management’s assessment of the incremental capacity and
margin to be realized from the expansion and capital investment
projects for which the proceeds of the transaction will be used;
the benefits of the long term supply agreement and strategic
relationship with Acomo; current customer demand for the Company’s
products; the anticipated impact of COVID-19 on the Company’s sales
and productivity; general economic conditions; continued consumer
interest in health and wellness; the Company’s ability to maintain
product pricing levels; planned facility and operational
expansions, closures and divestitures; cost rationalization and
product development initiatives; alternative potential uses for the
Company’s capital resources; portfolio optimization and
productivity efforts; the sustainability of the Company’s sales
pipeline; the Company’s expectations regarding commodity pricing,
margins and hedging results; improved availability and field prices
for fruit; procurement and logistics savings; freight lane cost
reductions; yield and throughput enhancements; and labor cost
reductions.. The Company makes no representation that reasonable
business people in possession of the same information would reach
the same conclusions. Whether actual timing and results will agree
with expectations and predictions of the Company is subject to many
risks and uncertainties including the inability to satisfy, or
potential delays in satisfying, any of the closing conditions
applicable to the transaction; the availability and attractiveness
of potential high-return capital investments and synergistic
acquisitions for the Company; delays or other potential issues in
enabling the acceleration of near-term expansion plans in our
fast-growing plant-based food and beverage segment; potential loss
of suppliers and customers as well as supply chain, logistics and
other disruptions resulting from or related to COVID-19; unexpected
issues or delays with the Company’s structural improvements and
automation investments; failure or inability to implement portfolio
changes, process improvements, go-to-market improvements and
process sustainability strategies in a timely manner; changes in
the level of capital investment; local and global political and
economic conditions; consumer spending patterns and changes in
market trends; decreases in customer demand; delayed or
unsuccessful product development efforts; potential product
recalls; working capital management; availability and pricing of
raw materials and supplies; potential covenant breaches under the
Company’s credit facilities, as well as other risks described from
time to time under "Risk Factors" in the Company's Annual Report on
Form 10-K and its Quarterly Reports on Form 10-Q (available at
www.sec.gov). Consequently, all forward-looking statements made
herein are qualified by these cautionary statements and there can
be no assurance that the actual results or developments anticipated
by the Company will be realized.
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version on businesswire.com: https://www.businesswire.com/news/home/20201109006214/en/
Scott Van Winkle ICR 617-956-6736 scott.vanwinkle@icrinc.com
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