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Givaudan将购买卜内门的QUEST香精香料业务单元

[ 2006-11-29 ] 来源于: 中国化工信息网

    Givaudan says it has signed an agreement to buy ICI's flavors and fragrances business Quest International for 1.2 billion (pounds sterling) ($2.4 billion), in a deal that will solidify Givaudan's number-one spot in the global flavors and fragrances market. Givaudan says the deal will especially expand its position in fine fragrances, where Quest is the global market leader, and "creates the potential for faster growth in the food service segment," with Quest's savory flavors business. The acquisition will be financed by issuing up to SF1.8 billion ($1.5 billion) in debt and up to SF1 billion in equity, Givaudan says. The deal is expected to close during first-quarter 2007.

    Givaudan says it expects the deal to yield SF150 million in pre-tax savings, which will be fully realized in three years. Savings will come from both companies, through: procurement; sales and marketing; shared services; various corporate functions; overhead; and capital expenditures, says Givaudan CEO Gilles Andrier. Restructuring charges are estimated to total SF230 million, Givaudan says. The company did not provide further details.

    Quest holds the number-five position in the global flavors and fragrances market, behind Givaudan, International Flavors and Fragrances, Firmenich, and Symrise, Givadaun says (table). Givaudan will "gain significantly more critical mass in Europe and North America," the two largest flavors and fragrances markets, Andrier says. Givaudan will also "significantly" improve its presence in Latin America, where it expects to generate more than 10% of the companies' combined revenues, he says. Sales from Asia will account for about 20% of combined sales, he adds.

    Quest reported 2005 trading profit tip 11%, to 52 million (pound sterling), on sales down 4%, to 560 million (pounds sterling). Ebitda rose 8%, to 71 million (pounds sterling). About 46% of Quest's sales are derived from flavors, and 54% from fragrances.

    Givaudan's sales will total SF4 billion after the deal is completed, with flavors accounting for 56%; and fragrances, 44%, the company says. The deal will move Givaudan from the number-three fine fragrances producer worldwide, to number one, Givaudan says.

    Quest "is more exposed to the fragrances business, where Givaudan has been traditionally weak," says Jon Cox, ananalyst at Kepler Teather & Greenwood Merrion (Geneva). "The deal will leapfrog Givaudan into the world number-one spot in fragrances," Cox says.

    Quest will also boost Givaudan's product offerings within its flavors business, Andrier says. "Quest will allow us to expand into beverage bases and high-value seasonings," he says. Givaudan primarily focuses on only the top-10 global flood and beverage customers, but with Quest, "we will benefit from a much broader footprint with an increased presence among the top-100 customers in this sector," Andrier says.

    Meanwhile, the purchase price is about 300 million (pounds sterling) higher than expected analysts say. Givaudan is paying 15 times Ebitda for Quest, compared to the specialty chemical average of 10.7 times Ebitda for the first nine months of this year, and 9.6 times for all of 2005, says Young & Partners (New York).

    About 70 million (pounds sterling) of the 1.2 billion (pounds sterling) will go toward deal-related taxes and costs, ICI says. About 230 million (pounds sterling) will be used to pay down ICI's post-retirement benefit deficits, which are currently 1.4 billion (pounds sterling), the company says. ICI says it expects net profits to be about 900 million (pounds sterling).

    "The sale of Quest represents another major step towards realigning ICI," says John McAdam CEO of ICI. Proceeds will be used to invest in ICI's coatings, adhesives, and other specialty chemical businesses, McAdam says.

    ICI sold Quest's food ingredients business to Kerry Group (Tralee, Ireland) for $440 million in 2004. Croda agreed to buy ICI's oleochemical and surfactant unit Uniqema for 410 million (pounds sterling) in July (CW, July 5/12, p. 8).

    RELATED ARTICLE: Final version of reach expected within days.

    After eight years of discussion, the final version of the European Union's (EU) proposed Registration, Evaluation, and Authorisation of Chemicals (Reach) program is expected to be finalized in just days. Negotiations late last week between the European Parliament's environment committee and the European Council of Ministers led to a compromise agreement on the controversial authorization phase and other outstanding issues in the proposed legislation. The authorization phase relates to chemicals that are considered to pose a high risk to human health and the environment.

    The full parliament will vote on whether to adopt the compromise agreement on December 13. If it votes in favor of adoption, then the draft Reach program would become law, with implementation set for April 2007.

    Under the new compromise deal, a chemical firm producing a substance that is subject to the authorization phase of Reach must submit a plan to replace the chemical with a safer alternative. If no alternative exists, manufacturers must present an R&D plan to develop an alternative.

    Other points agreed on last week include an appointment by the parliament of two members to the European Chemicals Agency (ECA), a new unit that will manage the implementation of Reach; and a requirement that the executive director of ECA take part in a hearing with parliament members before his/her appointment is confirmed. The parliamentary committee and council also agreed to review the latest scientific data relating to endocrine disrupting chemicals after six years.

    However, should the parliament reject the compromise position on authorization and the other issues when it votes on December 13, the parliament and council would then enter a process of "conciliation" to hammer out a final agreement, which could take several months, sources say.

    Reach will affect more than 30,000 chemicals, a small percentage of which are expected to be subject to the authorization phase of the program.--Alex Scott

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