Under the terms of the merger agreement, Innophos will acquire all of the outstanding shares of Novel Ingredients for a total purchase price of $125 million (enterprise value), payable in cash. Innophos will fund the acquisition with borrowings under its existing credit facility. The acquisition is expected to be accretive to Innophos’ earnings per share in the first year following the close of the transaction. Closing of the transaction is subject to customary closing conditions, including review under the Hart Scott Rodino Antitrust Improvements Act, and is expected to be completed in the third quarter of 2017.
"The acquisition of Novel Ingredients is an exceptional opportunity for our Company and a significant step forward in achieving our strategic goals," said Kim Ann Mink, PhD, chairman, president and chief executive officer of Innophos Holdings, Inc. "This transaction fully aligns with our Vision 2022 strategic priorities to grow our Food, Health and Nutrition portfolio, increase our presence in attractive nutrition end-markets, and develop innovative solutions that better serve our customers. Additionally, it will more closely align Innophos with important consumer mega-trends such as health and wellness, energized aging and clean labels.”
"Bringing Novel Ingredients and Innophos together will create a Food, Health and Nutrition platform of nearly $0.5 billion in revenue representing 60% of our total combined Company," Dr. Mink commented. "The combined Company will benefit from leading, innovative technology; a broader and deeper product portfolio; and access to new market segments.”
Dr. Mink continued, "In addition to the complementary products and manufacturing assets that we gain, we are acquiring Novel Ingredients because of its experienced and dedicated people. They bring to Innophos deep customer relationships, exceptional know-how in ingredient development, solutions and applications, along with proven quality assurance and customer service skills."
"We are delighted at the prospect of becoming part of Innophos," said Rick Antonoff, Novel Ingredients’ chief executive officer. "We believe that joining the Innophos team will enable Novel Ingredients to deliver enhanced value to our existing customers, and will present exciting opportunities to expand our business into new market adjacencies. We look forward to working closely with the Innophos team to ensure a smooth transition.”
"We are confident that this acquisition will create lasting, long-term value for our shareholders," Dr. Mink said. "We expect to move quickly to attain cost synergies, while nurturing the entrepreneurial and customer focused spirit of Novel Ingredients. On behalf of the Innophos organization, I would like to welcome the Novel Ingredients employees to our team.”
Lazard is acting as financial advisor to Innophos on the transaction and Baker Botts LLP is acting as Innophos’ legal advisor. Winston & Strawn LLP is acting as legal advisor to Novel Ingredients and GenNx360 Capital Partners.