Under terms of the stock purchase agreement, Ashland will pay $660 million in an all-cash transaction that is expected to be completed before the end of the June quarter. The acquisition, which is subject to customary closing conditions and required regulatory approvals, will be funded with bank financing and available cash. The acquisition is expected to be accretive to Ashland's earnings per share in the first year following the close of the transaction.
With annual revenues of approximately $300 million and 14 manufacturing facilities in the U.S. and Mexico, Pharmachem develops, manufactures and supplies custom and branded nutritional and fragrance products. The 38-year-old company, whose customers are some of the best-known consumer brands in the world, sells to the following end markets:
- Nutrition and health (43% of total sales): Key supplier to $39 billion vitamin and dietary supplement market;
- Fragrance and flavors (33%): Primary application as an ingredient for fragrances in consumer products such as laundry detergents and fine perfumes;
- Food, beverage and personal care (15%): Ingredients used in products sold through specialty retailers, multi-level marketers, and topical skin care and cosmetics; and
- Custom manufacturing (9%): Services include refining, granulation and spray drying. Also operates one of the largest custom extraction facilities for natural ingredients in North America.
"The acquisition of Pharmachem offers a number of exciting growth opportunities in higher-margin end markets while also strengthening our specialty product line," said William A. Wulfsohn, Ashland chairman and CEO. "This combination will enhance our position in fast-growing nutraceutical end markets, open a new opportunity within fragrances and flavors, and strengthen Ashland's food ingredient business by adding customized functional solutions."
He continued: "We were also extremely impressed by Pharmachem's world-class operations, leading market positions, dedicated employees and talented leadership team. In combining Pharmachem and Ashland, we can leverage our extensive sales channels, technical service network and global applications labs to accelerate Pharmachem's growth. We look forward to discussing the Pharmachem transaction in more detail during our second-quarter earnings webcast next week and Ashland's Investor Day in New York City on May 1."
"This is a great strategic fit for Pharmachem as we look to build on our well-established track record of growth and financial performance," said Colin MacIntyre, Pharmachem CEO. "We have the opportunity to create something unique in our industry by combining Pharmachem's custom manufacturing capabilities with Ashland's formulation knowledge and excipients expertise. Together we can drive the next phase of Pharmachem's growth while contributing to Ashland's vision of creating the world's premier specialty chemicals company."