Barry Callebaut, the world’s leading manufacturer of high-quality cocoa and chocolate products, launches today an offering of new shares to partly finance the acquisition of the Cocoa Ingredients Division from Petra Foods, Singapore, as announced on December 12, 2012.
Barry Callebaut will issue new registered shares utilizing Barry Callebaut’s authorized share capital as approved by the Extraordinary General Meeting of Shareholders of April 22, 2013. The new shares will be issued on a non-preemptive basis.
Jacobs Holding AG, the majority shareholder of Barry Callebaut has committed to purchase 50.1% of the new shares at the bookbuilding price of the share offering. Jacobs Holding AG has agreed to a lock-up period starting today and ending 180 days following the settlement date. Barry Callebaut has also agreed to enter into a lock-up period starting today and ending 180 days following the settlement date. The offering of new shares will be conducted through an accelerated bookbuild procedure by way of a private placement in Switzerland and outside of Switzerland in accordance with applicable securities laws. Pricing is expected to occur tomorrow.
The number and the price of the new shares will be determined after the close of the bookbuilding period on the basis of investor demand resulting from the bookbuilding procedure, the market price of the existing shares and general market conditions so that Barry Callebaut will generate gross proceeds of CHF 279 million.
Application was made for listing of and trading in the new shares to commence on SIX Swiss Exchange on or about June 18, 2013. The new shares will be fully fungible and rank pari passu with Barry Callebaut’s existing shares and will have full dividend entitlement for the fiscal year 2012/2013.
Credit Suisse is acting as Sole Bookrunner and Joint Lead Manager and Societe Generale Corporate & Investment Banking is acting as Joint Lead Manager in the share placement.
Confirmation of the terms of the Senior Notes, which have been launched yesterday, are expected to be published later today.
On June 7, 2013 the European Commission approved the acquisition of the Cocoa Ingredients Division from Petra Foods. Closing of the transaction is expected to be completed in July 2013, subject to the completion of all conditions precedent.
