Acquisition
13 February 2009 - 7:09PM
UK Regulatory
TIDMPAHC
RNS Number : 2745N
Phibro Animal Health Corporation
13 February 2009
For release: IMMEDIATE
PHIBRO ANIMAL HEALTH CORPORATION AGREES TO ACQUIRE BALTZELL AGRI PRODUCTS TRACE
MINERALS BUSINESS
RIDGEFIELD PARK, New Jersey, 13 February 2009 - Phibro Animal Health Corporation
("PAHC" or the "Company") announced today that Prince Agri Products, Inc.
("Prince Agri"), a subsidiary of the Company, has agreed to acquire the Baltzell
Agri Products ("BAP") trace minerals business.
BAP is a manufacturer and marketer of an extensive line of trace minerals, trace
mineral premixes, selenium premixes and other nutritional ingredients to the
animal feed and pet food industries in the United States. The products generally
are mixed with animal feeds and pet foods to fortify and enhance their
nutritional value. BAP serves customers in all animal feed segments, including
cattle, dairy, swine, poultry, and companion animals. BAP produces trace mineral
premixes at its blending facility in Omaha, Nebraska, with a workforce of 50
employees.
The purchase price for the business is US $24 million; subject to adjustment
based on working capital at closing. Assets acquired include approximately $11
million of net working capital plus manufacturing plant and equipment and
intangible assets valued in total at approximately $13 million.
BAP was profitable in its last fiscal year.The Company expects the transaction
will not have a significant effect on net income in the first year after
acquisition.
The transaction is subject to certain closing conditions and is expected to
close in March 2009.
Dean Warras, President of Prince Agri, commented: "BAP is well known in the
industry for its strong customer relationships, quality manufacturing
operations, and excellent workforce. The integration of our trace mineral
businesses will enable Prince Agri to serve an expanded geographical market from
multiple production facilities and will ensure our customers continue to receive
the cost-effective, high quality products they need for today's demanding market
environment."
The acquisition will be financed through a $24 million term loan from 3i Quoted
Private Equity plc ("3i QPEP") to the Company.
The 3i QPEP term loan is payable in full at maturity on 1 August 2013 and bears
interest, payable quarterly, at the rate of 11% per annum. In connection with
such loan, 3i QPEP has been issued a warrant to purchase approximately 2.1
million common shares of the Company at a price of $5.23 per share. The warrant
is exercisable at any time at the holder's option until it expires on 1 August
2013. The 3i QPEP term loan ranks equal to PAHC's domestic senior credit
facility and 10% Senior Notes.
3i QPEP owns approximately 30% of the outstanding common shares of the
Company. Mr Alan MacKay has been appointed as a director of the Company by 3i
QPEP and is a founding partner of the 3i Investments plc team that advises 3i
QPEP. The term loan, including the associated issuance of the warrant, is a
related party transaction under Rule 13 of the AIM Rules for Companies. The
directors of PAHC (without the participation of Mr. Alan MacKay) consider,
having consulted with its nominated adviser, Panmure Gordon (UK) Limited, that
the terms of the 3i QPEP loan and warrant are fair and reasonable insofar as its
shareholders are concerned.
ABOUT THE COMPANY
PAHC is a diversified global manufacturer and marketer of a broad range of
animal health and nutrition products to the poultry, swine and cattle markets.
PAHC is also a manufacturer and marketer of performance products for the
ethanol, wood preservation and personal care industries. For more information,
please visit www.pahc.com.
For further information please contact:
+------------------------------------------------+--------------------------+
| Phibro Animal Health Corporation | +1 201 329 7300 |
| Richard Johnson, Chief Financial Officer | |
| investor.relations@pahc.com | |
+------------------------------------------------+--------------------------+
| | |
+------------------------------------------------+--------------------------+
| Panmure Gordon (UK) Limited | +44 (0) 207 459 3600 |
| Andrew Godber | |
| Rakesh Sharma | |
| | |
+------------------------------------------------+--------------------------+
FORWARD-LOOKING STATEMENTS
This announcement contains forward-looking statements, including statements
regarding management's expectations and beliefs regarding the future results or
performance of the Company. Because these statements apply to future events,
they are subject to risks and uncertainties. When used in this announcement, the
words "anticipate," "believe," "estimate," "expect," "expectation," "project,"
"intend" and similar expressions are intended to identify such forward-looking
statements. Our actual results could differ materially from those projected in
the forward-looking statements. Additionally, you should not consider past
results to be an indication of our future performance. We do not intend to
update any of the forward-looking statements after the date of this announcement
to conform these statements to actual results, to changes in management's
expectations or otherwise, except as may be required by law.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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