ICL, a global manufacturer of products that fulfill essential needs in the agriculture, processed food and engineered materials markets, today announced that its ICL Food Specialties business unit (“ICL FS”) has entered into a share purchase agreement (“SPA”) to acquire Prolactal GmbH, and its subsidiary, Rovita GmbH (collectively, “Prolactal”). Prolactal, based in Hartberg, Austria, and Engelsberg, Germany, is a leading European producer of dairy proteins and other ingredients for the food and beverage industries. The transaction is expected to close during the first quarter of 2015, subject to the receipt of regulatory approvals in Austria and Germany.
Prolactal, a privately-held company with annual revenues (2014) of approximately €100 million, produces and sells an extensive range of functional dairy proteins used broadly in the beverage, dairy and meat industries to stabilize and improve the nutrition of beverages and foods processed under a variety of conditions. The combination of ICL’s existing phosphate capabilities and Prolactal’s protein capabilities will enable ICL Food Specialties to provide innovative, value-added ingredient systems that outperform other solutions available today, as well as open up new market opportunities. The combined operations will also increase ICL’s ability to service its existing clients by offering them a broader selection of texture and stability ingredients, including Prolactal’s ‘Prolactal’ and ‘Rovita’ product lines, to better meet the growing demand by consumers for food and beverages with higher protein levels.
Prolactal, which employees approximately 200 people, operates two plants utilizing state-of-the-art production process technology capable of complete fractionation of milk. Prolactal’s CEO, Mr. Johann Tanzer, has agreed to remain at Prolactal following its sale to ICL and he will join ICL Food Specialties’ senior management. ICL expects the acquisition to contribute substantial sales and marketing synergies in several regions worldwide where there is growing global demand for texture and stability ingredients. The acquisition is expected to be EPS accretive for ICL from the first year of consolidation with an EV/expected EBITDA ratio of 9 for 2015.
ICL Chairman, Mr. Nir Gilad, stated, “ICL’s Board of Directors views the Food market as one of the core markets in which we are determined to grow our business significantly. The Company’s ‘Next Step Forward’ strategy, which was approved by the Board in Spring 2013, sees major growth potential for the Company deriving from ICL’s use of its various raw materials together with technologically advanced solutions to create modern, healthy foods and beverages, and to enter new, growing markets. We believe that the acquisition of Prolactal will serve these purposes, and will provide us with an opportunity to expand synergies within ICL resulting in important added-value for the Company. The Board of Directors congratulates ICL management on this important achievement in the implementation of the Company’s strategy.”
“Our acquisition of Prolactal, one of Europe’s leading dairy protein businesses, is a key milestone in our ‘Next Step Forward’ strategy, through which we continue to strengthen and grow our core businesses in the food, agriculture and engineered materials markets,” commented Mr. Stefan Borgas, ICL’s President & CEO. “This acquisition will help us to build our Food Specialties unit into an integrated, global producer of unique, advanced valueadded solutions for the beverage, dairy and meat industries, benefiting from our uniquely broad range of ingredients as well as from our backward integration and advanced technological know-how. We will leverage these capabilities to meet the evolving needs of our existing clients and to enter targeted fast-growing food and nutrition markets, including the dynamically changing markets of China, the Far East and the EU.”
Mark Volmer, President & CEO of ICL Performance Products (“ICL PP”), added, “This acquisition will serve as a platform from which we will accelerate the growth of our food ingredient business, transforming ICL Food Specialties into a distinctive provider of texture and stability solutions for a broad range of industries. The technological expertise of our two companies – ICL and Prolactal - is highly synergistic, and together we will be able to provide entirely new solutions that can only be imagined today, including high-end, functional protein and phosphate-based products. With totally unique formulations, we will be able to expand our leadership of the global food additives business, open up new growth opportunities and move up the value chain – all while migrating the business to higherperformance, higher-margin products. As such, we are very excited about the acquisition, and look forward to working closely with Prolactal’s talented team.”
Johann Tanzer, CEO of Prolactal and Rovita, stated, “Management strongly supports ICL acquisition of Prolactal for the major potential it brings to our business and our plants in Austria and Germany. As a subsidiary of ICL Food Specialties, we will be in an advantageous position to strengthen both our financial position as well as our product development and innovation activities. ICL’s global distribution network and activities will also provide Prolactal with a broad opportunity to pursue new markets worldwide which will help us to increase our international presence and enable us to continue our dynamic growth.”