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Innophos to create nearly US$0.5 billion platform


2017-08-25

Innophos Holdings, Inc. announced that it has entered into a definitive merger agreement to acquire Novel Ingredients, a New Jersey-based provider of dietary supplement ingredient solutions primarily owned by GenNx360 Capital Partners, a New York-based private equity firm.

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, Ph.D., 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."

Novel Ingredients, A Technology Driven Specialty Ingredients Solution Provider

- Annual revenue of nearly $100 million; 2008-2016 CAGR of 19%

- Serving attractive end-markets driven by health and wellness consumer trends with demonstrated growth in the 4-8% range, such as Immune Health, Sports Nutrition, and Cognitive Health

- Technology-based specialty ingredient supplier of botanicals, proteins, amino acids and other healthy ingredients, as well as branded ingredient and custom formulated solutions

- Recognized for its best-in-class quality assurance, strategic sourcing and world class cGMP manufacturing facility supporting more than 185 unique ingredient solutions

- 100 customer-focused employees delivering solutions to more than 200 customers

Acquisition Delivers Strong Shareholder Value

- All-cash transaction consideration of $125 million financed by cost effective existing credit facility

- Annual cost synergies estimated at $4 million; revenue synergies are anticipated from combined product technology and customer relationships

- Present value from tax synergies estimated at $11 million

- Multiple of ~12.1x on Novel Ingredients' estimated 2017 adjusted EBITDA, and ~7.7x adjusting for expected cost and tax synergies

- Multiple of ~1.3x on Novel Ingredients' estimated 2017 sales revenue

- Net leverage to increase from 1.2x to 2.1x at close, well within the covenants of the credit facility

- Continued strong cash conversion cycle supports current dividend and net leverage to return to pre-transaction level in two years

"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," Mink commented. "The combined Company will benefit from leading, innovative technology; a broader and deeper product portfolio; and access to new market segments.

"In addition to the complementary products and manufacturing assets that we gain, we are acquiring Novel Ingredients because of its experienced and dedicated people," Mink added. "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," 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, the company said.