Tate & Lyle plc entered into an agreement to acquire CP Kelco ApS from J.M. Huber Corporation $1.8 billion.
June 19, 2024
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Tate & Lyle plc (LSE:TATE) entered into an agreement to acquire CP Kelco ApS from J.M. Huber Corporation for $1.8 billion on June 20, 2024. A cash consideration of $1.15 billion will be paid by Tate & Lyle plc. The consideration consists of 75 million common equity of Tate & Lyle plc to be issued for common equity of CP Kelco ApS. Tate & Lyle plc will pay an deferred payment common equity. Deferred consideration of up to 10 million additional Tate & Lyle ordinary shares to be delivered to Huber approximately two years post-completion of the Proposed Transaction, subject to performance criteria based on Tate & Lyle's share price. Huber will become a long-term shareholder (c.16%) in Tate & Lyle following completion. In connection with the Proposed Transaction, Tate & Lyle has entered into a new committed $600 million bridge-financing facility, provided by Citibank N.A., London Branch. The bridge-financing facility is available for an initial term of 12 months from the date of the bridge facility agreement, with up to two six-month extensions available at the discretion of Tate & Lyle. The initial bridge financing facility is intended to cover the financing of part of the cash portion of the acquisition consideration. In due course, Tate & Lyle intends to refinance the initial bridge-financing facility through a combination of any one or more of new medium-term and long-term debt instruments.
The transaction is subject to regulatory approvals, approval of offer by acquirer shareholders and other conditions. The deal has been unanimously approved by the board. The Proposed Transaction is expected to complete in the fourth quarter of the 2024 calendar year. The Proposed Transaction is expected to be accretive to adjusted earnings per share, including cost synergies only, in the second full financial year following completion, and strongly accretive thereafter. Seamus Moorhead, David Wyles, and Charlie Stripp of Greenhill & Co. International LLP, Andrew Seaton, Robert Way, and Christopher Wren of Citigroup Global Markets Limited, Anthony Gutman, Nick Harper, Christian Bauer of Goldman Sachs International acted as financial advisor for Tate & Lyle plc. Linklaters LLP acted as legal advisor for Tate & Lyle plc. BofA Securities, Inc. acted as financial advisors for J.M. Huber Corporation. Kirkland & Ellis International LLP acted as legal advisor for J.M. Huber Corporation. White & Case LLP acted as legal advisor for J.M. Huber Corporation.
Tate & Lyle PLC is a specialty food and beverage solutions company. The Company is engaged in providing ingredients and solutions to the food, beverage, and other industries. The Company operates through three segments: Food & Beverage Solutions, Sucralose, and Primary Products Europe. The Food & Beverage Solutions segment operates in the categories of beverages, dairy, soups, sauces, and dressings. The Sucralose segment includes sweetener, which is used in various food categories and beverages. The Primary Products Europe segment includes sweeteners and industrial starches. It provides customers with ingredients and solutions that deliver sweetening, mouthfeel and fortification to a range of foods and beverages. The Company offers solutions which reduce sugar, calories, and fat, add fiber and protein, and provide texture and stability in categories, including beverages, dairy, bakery, snacks, soups, sauces, and dressings. It operates in approximately 57 locations across 39 countries.
TATE & LYLE PLC 
