CVC Capital Partners VIII LP managed by CVC Capital Partners Limited offered to acquire PANZANI S.A.S. from Ebro Foods, S.A. for an enterprise value of 550 million.
July 25, 2021
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CVC Capital Partners VIII LP managed by CVC Capital Partners Limited offered to acquire PANZANI S.A.S. from Ebro Foods, S.A. (BME:EBRO) for an enterprise value of 550 million on July 26, 2021. For the purpose of the transaction, the business has been valued at 550 million (value of 100% of the business, prior to any possible adjustment for debt and working capital). The purchase includes Panzani dry pasta, semolina, couscous and sauces business. Business subject of the transaction includes the brands Panzani®, Ferrero®, Regia®, Zakia® and Le Renard®, the plants of Vitrolles, La Montre and Nanterre and the mills of Gennevilliers, St. Just and Littoral. Since this company currently has other businesses that the Group does not plan to divest (fresh pasta and rice), those businesses would be carved-out prior to the conclusion of the sale and remain within the Ebro Group. The business posted net sales of 470 million and operating earnings (before depreciation, amortization and non-recurring results) of 57 million in 2020. PANZANI business will remain headquartered in Lyon, France. This divestment would generate a gross gain of around 91 million for Ebro. The transaction is subject to the French workers' representative's information and consultation, customary regulatory approvals, approval from Anti-trust Authorities and the French Ministry of Economy and Finance, completion of the carve-out of Panzani businesses that would not be included in the sale and the approval of the general shareholders meeting of Ebro Foods, S.A. As of October 27, 2021, the transaction is unanimously approved by the board of Ebro Foods. As of December 15, 2021, Ebro Foods, S.A. shareholders approved the transaction. The transaction is expected to be completed before December 31, 2021.
Charles Mussat and Thierry Latran Rothschild & Co is acting as exclusive financial advisers, Nathalie Nègre-Eveillard, Sophie Nguyen, Yann Utzschneider, Mickael Rivollier, Clara Hainsdorf, Estelle Philippi, Alexandre Jaurett and Orion Berg of White & Case LLP (Paris) and White & Case (Madrid) acted as the legal advisors for Ebro Foods. Marc Walbaum and Alban Bouley of BNP Paribas Corporate Finance, François Hunaut of Rabobank, and Philippe Léopold of Spayne Lindsay are acting as exclusive financial advisers, David Aknin of Weil, Gotshal & Manges LLP, Paris acted as the legal advisor, Hervé Mader and Hatim Chraibi of PwC Transaction Services and PwC France and Maghreb acted as the due diligence providers and Isabelle de La Gorce, Xavier Etienne and Bernard Borrely of PwC Société d'Avocats acted as the legal advisors and due diligence providers for CVC Capital Partners.
Ebro Foods SA is a Spain-based company primarily engaged in the food industry. The Company's product portfolio includes rice, pasta, cereals and diet products, legumes, as well as organic food, among others. The Company is also involved in the production of soft drinks, pharmaceutical products, animal feeds and biofuels. It markets its products under a variety of brands, such as SOS, Brillante, La Cigala, La Fallera, Saludaes, American Beauty, San Giorgio, 3 Glocken, Skinner, Geovita and Vegetalia, among others. The Company operates through numerous subsidiaries, such as Herba Ricemills SL, Herba Nutricion SL, Panzani SAS, Dosbio 2010 SL, Riviana Foods Inc, Ebro Foods Alimentacion SA, Azucarera Energias SA, Pastificio Lucio Garofalo SpA and Roland Monterrat SA.
CVC Capital Partners VIII LP managed by CVC Capital Partners Limited offered to acquire PANZANI S.A.S. from Ebro Foods, S.A. for an enterprise value of €550 million.