April 12/Holzminden/Press Release -- Symrise AG has submitted a binding offer and has entered into exclusive discussions with the owners of Diana Group with regards to the acquisition of Diana Group. With the planned transaction, Symrise will significantly expand its position in the flavor and nutrition market, strengthen its backward integration and expand its activities into the pet food market. The investment amounts to 1.3 billion euros, for which Symrise has already secured the required bridge financing. The final financing structure will comprise of debt and equity. The acquisition is expected to be fully EPS accretive from 2015 onward. In 2013, Diana had sales of 425 million euros and an EBITDA margin of ca. 21 %. The proposed transaction is subject to consultation with the worker’s council and to antitrust clearance.

As the partner of choice for its clients in the Food, Pet Food, Nutraceuticals, Aquaculture and Cosmetics industries, Diana has become one of the leading suppliers of organoleptic solutions based on natural ingredients. Diana is a leader in natural and functional food solutions and palatability enhancers for pet food and works alongside its clients to increase the sensorial and nutritional performance of their products. Diana is headquartered in Vannes, France, and operates own production facilities and sales offices in 23 countries in Europe, North and Latin America as well as Asia.

Dr Heinz Jürgen Bertram, chief executive officer of Symrise AG, commented, “The proposed acquisition represents a major milestone for Symrise right after our 10th anniversary and is fully in line with our strategic objective to further accelerate profitable growth. Diana Group is an impressive and highly profitable business with a strong complementary fit to our activities in the Flavor & Nutrition market. With Diana we will be able to significantly diversify our portfolio for natural ingredients, tap into new business segments, strengthen our raw material supply and meet the requests for traceability from our customers. The planned integration of Diana will create an unparalleled set-up which will offer us new opportunities for profitable growth beyond our current market and establish an excellent position to generate value in the future. We believe that a multiple of around 14x EBITDA (2013) represents an attractive valuation given the quality of Diana’s product and customer base, its high margin characteristics, and the future growth prospects of the business.”

The joint activities of Diana and Symrise generate pro forma sales of nearly 2.3 billion euros with an EBITDA margin of more than 20%. The acquisition will create a unique and highly competitive platform which will allow Symrise to capitalize on market opportunities at an accelerated pace, intensify business with global key accounts and consumer goods companies and gain additional market share.