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SensoryEffects for Balchem

Balchem Corporation entered into a definitive agreement to acquire Performance Chemicals & Ingredients Company.

March 31/New Hampton, N.Y./Globe Newswire -- Balchem Corporation entered into a definitive agreement to acquire Performance Chemicals & Ingredients Company (d/b/a SensoryEffects), a privately held supplier of customized food and beverage ingredient systems, headquartered in St. Louis for a purchase price of $567 million in cash. SensoryEffects expects to have 2014 revenues of approximately $260 million and 2014 earnings before interest, tax, depreciation and amortization (EBITDA) of approximately $53 million. The acquisition purchase price reflects a multiple of 10.7 times estimated 2014 EBITDA, excluding any deal related costs and synergies. The transaction is expected to be immediately accretive to Balchem's earnings per share. The transaction consideration is subject to certain adjustments as provided in the definitive agreement and a substantial portion of the purchase price will be debt financed. The transaction is subject to certain regulatory approvals and customary closing conditions and is expected to close within the next 40 days.

SensoryEffects provides customized, technology-driven food and beverage solutions including ingredients, bases and finished food systems for food and beverage customers. SensoryEffects management team will continue to lead the food and beverage ingredient business, which will be merged with Balchem's Food, Pharma & Nutrition segment.

"We have found a unique complement for Balchem with SensoryEffects. Both of our companies have built stellar reputations for quality products that address the food and beverage industry's most specialized needs. The prospects of a combined Balchem and SensoryEffects will canvass an even broader range of food customers. The united experience and technical problem solving capabilities will ultimately make our company one of the most comprehensive food ingredient solution companies globally," said Dino A. Rossi, chairman, president and CEO of Balchem.

Charles A. Nicolais, chairman, president and CEO of SensoryEffects, said, "SensoryEffects has grown into a leading food and beverage ingredient supplier by delivering customized solutions to our customers, employing innovative technologies, coupled with disciplined manufacturing, safety, and quality processes. We are excited to enter into this agreement with Balchem, who is an ideal partner for us, strengthening our position by merging our business with its encapsulated and functional choline ingredients. Balchem is synonymous with the best in human and animal nutrition, and together, we look forward to delivering new and innovative ingredient solutions to our customers in the food and beverage industry."

Richard A. Bendure, Balchem's chief operating officer, said, "SensoryEffects accelerates our strategic growth plans into health and wellness markets - human, food, and animal nutrition systems. Both Balchem and SensoryEffects have strong foundations in innovation, customer focus, and cost efficient business models. The expanded team delivering SensoryEffects' solutions, and Balchem's functional-based offerings, will be a powerful combination."