Reflective of stronger-than-expected 2010 year-end economic growth, M&A activity continued its substantial rebound for the year.
With improving equity markets and the return of the large strategics, transaction activity in the health & nutrition sector, led by the natural/organic food & beverage segment, outpaced the peak of 2006.
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Provide for market participants a Census of M&A activity and trends in the sub-segment of their industry, within the $5 million to $100 million transaction value range.
Identify, where applicable, future trends that are likely to have an influence on transaction activity and valuations.
Within the total of the food industry, 2010 M&A trans-actions increased by 20% over the previous year, with the “Food Processor” category providing the single largest increase and more dairy activity than usual.
Transactions were buoyed by acquisitions such as Kraft’s winning battle to acquire Cadbury and NBTY’s acquisition by Carlyle. Overall, corporate strategics and financial sponsors continued to be active.
The Monday, January 10, 2011 announcement of DuPont’s acquisition of Danisco, for a transaction value of $6.3 billion, may be a sign that the multi-billion M&A activity that has taken place in the nutritional ingredients market over the last several months is continuing in 2011.
The subsequent information provides a synopsis of M&A activity in the health and nutrition sector, followed by the statistics for each identified segment.
on strategic transactions supporting acquirers’ core directions not just for growth, but also to increase their product and application offering and to expand their share of the market. Many larger companies (such as Elan Nutrition, Garden of Life, Tree of Life, Balance Bar, and Airborne) acquired small to medium sized companies.
In the health and nutrition category, there were a total of 87 transactions in 2010 (excluding licensing, joint ventures, financing, retail and distribution), an increase of 72% over 2009 and a substantial increase of 23% over the peak of 2006. The organic/natural food and beverage sector was the largest contributor, at 48% of the total, followed by health and nutrition ingredients suppliers at 20%.
There is a significant resurgence of licensing and joint ventures. Although lower than 2009, this trend is a strong indicator of continuing alternative strategic options for companies seeking growth.
Organic and Functional Food & Beverage
This category continues to be the largest M&A contributor accounting for 48% of the transactions,
Health and Nutrition
A distinct rebound in M&A took place in 2010, with most transactions in the natural, organic and functional foods sectors of the industry. Focus was
with an increase of 46% above 2009 and the highest number of transactions since 2006.
Health and Nutrition Ingredients Suppliers
As the second largest transaction contributor, this category was 142% higher than in 2009, and almost on par with the average annual number of transactions during 2006 through 2008.
Branded Nutritional Supplements
Transactions in 2010 were 85% higher than in 2009, and the 2010 total was almost equivalent to the average transaction numbers during 2006 through 2008.
Licensing & Joint Ventures
The second half of 2010 saw a significant resurgence of licensing and joint ventures – a total of 40 transactions. Although 23% lower than the 52 in 2009, this is a continuing strong indicator that companies seeking growth are pursuing means in addition to traditional M&A.
Financing
There has been some recent easing of the capital markets, and 2010 financings (47) compare to 2009 (44). More bank credit is becoming available at attractive interest rates.
Economic and Market Environment in 2010
The U.S. Economy
The year 2010 began and ended well! Despite certain volatility, growth in financial markets exceeded expectations at the beginning of the year, then the economy relapsed in mid-year, but substantially recovered by year-end with stronger-than-expected growth for the year as a whole.
While the recovery now in progress is not yet much cause for cheer, the country enters 2011 with an improved economic and financial situation despite continuing weak consumer confidence, the housing trouble spot and unemployment continuing at a rate of 9.8%.
A significant factor against this backdrop is that food manufacturers are facing considerable and increasing pressure from rising commodity prices, which are making an impact on margins that are being squeezed as consumers continue to resist price increases.
North American M&A Activity
M&A and investment activity is on the upswing as evidenced by the return of the large strategic acquirers that, having experienced low organic growth due to the recessionary environment, are pursuing acquisitions aimed at bolstering low growth rates. With rebounding stock prices and substantial cash reserves, those strategics consummated a large number of transactions. Kraft’s acquisition of Cadbury and Pepsico’s purchase of Russian dairy, baby food and juice processor Wimm-Bill-Dan are but two examples.
Global M&A Activity
Cross-border M&A soared in 2010 and will be a major activity again in 2011. Forces fostering the surge include leaner enterprises with substantial
cash reserves and strong balance sheets, better availability of credit at attractive rates and potentially lower valuations.
Acquirers are focused on strategic transactions that support their core directions and are likely to produce measurably improved results.
Acquisitions are expected to build the “bottom line” with a good return on the invested capital. Examples include:
• Brazil – JBS’ acquisition of Pilgrim’s Pride, and Mafrig Food’s acquisition of Keystone, the largest privately held meat products company.
• Mexico – Group Bimbo’s acquisition of Sara Lee’s bakery operation, and Sigma Alimentos’ purchase of Bar S Foods.
• Europe – Ebro’s sale of its dairy business to Lactalis, and Arla’s merger with German Hausa-Milch.
A strong indicator of heightening activity in 2011 is the interest expressed in PAI Partners’ stake in
Yoplait, evidenced by ongoing bids by Lactalis, Nestle, General Mills, Pepsico and others.
Emerging Markets
U.S. companies appear to be the most popular market suitors for emerging market bidders including China. In turn, U.S. companies are seeking to expand their global presence, particularly in India, while Indian midmarket to large size companies are leveraging their financial strength to aggressively access overseas markets.
Examples of Indian M&A activity in the U.S. include:
• Cambrex Corporation’s acquisition of Genera Pharmaceuticals for $20 million
• Norwest Venture’s investment in Tutor Vista
• Zensar Technologies’ $66 million acquisi-tion of Akibia
• Dr. Reddy’s acquisition of GlaxoSmithkline’s U.S. oral penicillin facility and product portfolio
• Dabur India’s $100 million acquisition of U.S.-based Namaste Laboratories and its three subsidiaries.
Private Equity Groups (PEGs)
Current financing terms at low interest rates make for challenging investing, even in a slow growth environment. Capital is still restrictive, but available for transactions where borrowers have demonstrated outstanding fundamentals, consistent earnings, a capital structure that does not over-leverage the company and a meaningful amount of equity.
With tempered market growth and minimum equity contributions in excess of 40%, it will become difficult to expect annual investment returns above 20% at “reasonable” purchase prices. Hence PEGs’ increased holding period the past few years because of their inability to exit investments.
These points notwithstanding, PEGs were very active as buyers and sellers alike in 2010 where the B2B products and services industry sector accounted for approximately one-third of their total transactions, with B2C products and services providing the largest increase.
Data for 2010 shows renewed interest in large transactions, including those made possible by
increased availability of debt and a build-up of capital in PE investor funds. Equally, PE investors have displayed a larger appetite for the Food and Beverage Industry sector than in prior years. Active investors have included KPS Capital Partners, Wind Point Partners, Catterton Partners and Mistral Equity Partners.
Raw Materials and Food Prices
Climate change, mixed harvest results, rising populations and scarcity of arable land are just a few factors that will continue to impact the costs of raw materials, placing increasing price pressures on manufacturers and retailers in the years ahead.
Given recent historically low food prices, price increases need to be viewed on a relative basis. However, consumers are paying up to 55% more for some basic items than three years ago. Corn prices have increased 45% in the last three months. Soybeans, coffee, cocoa and others have also increased substantially. While there is volatility, the global trend is definitely upward.
On a year-over-year basis, prices of staples such as bread, eggs, meat and even fruits and
vegetables have increased, albeit at a much lower rate, than that of other commodities.
Food Safety
The recently legislated food safety measures will have an impact on the operation of food processors and distributors, with consequences on the bottom line.
Market Trends and the Consumer
All-Natural Food and Beverage
In addition to consumers’ growing use of products with healthy attributes, they are also seeking a wider range of products made with all-natural ingredients. A number of major food and beverage manufacturers have indicated that they will offer an increased number of all-natural products. An indicator of this trend is PepsiCo’s recent announcement that in 2011, 50% of their Frito-Lay products will be made from all-natural ingredients.
Other Trends Include:Snacks are becoming more functional, giving snacks a nutritional edge.
Gluten-free is being viewed by the consumer as a healthy alternative. Non-GMO is set to become the hot new label.
The Consumer
Economic-driven necessities have impacted consumers’ behavior and forced “adaptability,”creating behavior changes that are likely to remain for the foreseeable future – by and large consumers now think defensively. Their choices will be different and driven by “sales,” special offers, promotions and discounts, and not necessarily just by brands or store choice.
People are working beyond retirement – either due to financial need or because they have become accustomed to a particular lifestyle.
Current unemployment rates notwithstanding, continuing and increased penetration of automated technology will inevitably replace workers – for better or worse. Consequently, 2011 may see certain jobs permanently displaced by technology.
The market for healthy/functional foods and dietary supplements will see significant growth as
consumers attempt to adopt behaviors that improve their health and avoid diseases.
Given the growing role and importance of nutraceuticals, it is likely that an increased number of pharmaceutical companies will become participants in the functional ingredients sector, driven by the convergence of food and pharma for personalized health and nutrition.
In keeping with these developments, Nestle has passed on some of the bigger food industry trans-actions to specifically invest in its own nutrition unit with the singular objective of becoming the leader in health science and nutrition.
This trend is further reinforced in Europe by the EIB’s (European Investment Bank) financing to Danisco and Novozyme to support research, development and innovation in the area of enzyme applications and other health-focused ingredients.
Sub-Segment AnalysisHealthy, Natural, Organic, Functional Foods and Beverages
Dairy and Probiotic transactions dominate second half of 2010French conglomerate Groupe Danone acquired 51% of ProViva, a Swedish probiotic digestive health brand. ProViva has sales in excess of $50 million. In addition to its equity participation, Danone secured a 10-year global license agreement with the inventors. Eyeing the frozen yogurt market, Danone announced their acquisition of one of the leading frozen yogurt manufacturers, YoCream for approximately $103 million.
The Hain Celestial Group entered the yogurt market with their acquisition of 3 Greek Gods, makers of authentic Greek-style products. With sales of approximately $10 million in 2009, 3 Greek Gods’ yogurt is thicker and creamier than standard yogurt and fits squarely into Hain’s portfolio of natural and ethnic brands.
Acquired by Dean Foods in 1999, UK-based Rachel’s Yogurt, was sold to French dairy producer Groupe Lactalis in August 2010. Established in 1966, Rachel’s is a premium brand and the second largest organic dairy brand in the UK.
In their second divestiture in 6 months, Dean Foods sold Mountain High Yogurt business and Mountain High brands to General Mills. Mountain High will become part of General Mills’ Yoplait USA division and continue to operate under the Mountain High name.
Yoplait acquired Canadian-based yogurt-maker, Liberte from Swander Pace Capital, Roynat Capital and the management team. Liberte is Canada’s leading natural and organic yogurt brand.
Goat cheese company, Cypress Grove Chevre (based in Arcata, CA) was acquired by Emmi Holding (USA), Inc. a division of Emmi, founded as a dairy owned cooperative in 1907, the largest milk processor in Switzerland.
Sub-Segment AnalysisHealth and Nutrition Ingredients Suppliers
DSM expands its reach in natural products
Trygg Pharma AS, a company jointly owned by Aker BioMarine ASA, a Norwegian biotechnology company, and Lindsay Goldberg, a New York-based investment fund, acquired all of the shares in EPAX AS from Austevoll Seafood ASA. EPAX AS is a leading supplier of concentrated, marine-derived omega-3 formulas.
Expanding beyond protein products and omega-3 fish oil, Omega Protein acquired Cyvex Nutrition, suppliers and marketers of premium branded ingredients to dietary supplement manufacturers.
Omega 3
After a nearly 2-year hiatus from the health and nutrition sector, DSM returned, acquiring two companies in the sector in the last four months of 2010, focusing in on higher value nutritional ingredients as opposed to low-margin bulk chemicals. In September 2010, DSM acquired Microbia from Ironwood Pharmaceuticals. Microbia claims that it has developed a technology platform that enables it to produce high-quality, natural carotenoids (including ß-carotene and canthaxanthin), nutritional products and other specialty materials and chemicals from renewable resources.
On the heels of this acquisition, DSM acquired Martek Biosciences for $1.5 billion. With $450 million of annual revenue and 600 employees, Martek offers fatty acids and nutrition ingredients to companies including baby-formula maker Mead Johnson Nutrition Co. and Kellogg Co. The company, in its efforts to move beyond infant nutrition, acquired supplement manufacturer, Amerifit in early 2010.
Sub-Segment AnalysisHealth and Nutrition Ingredients Suppliers
2007 Acquirer TargetTrans. Value
(US $M)
Sales (US $M)
Multiple of Sales
EBITDA (US $M)
Multiple of EBITDA
Dec. Chr. Hansen Medipharm
Dec. Natrol, Inc. Plethico Pharmaceuticals Limited 81.0
Dec. Naturex Chart Corporation
Nov. Frutarom RAD Technologies 4.1 1.5 2.7
Nov. GalamTat Nisasta (Galam and Tat Nisasta, a Turkish starch, glucose and isoglucose manufacturer, have formed a partnership to meet the increasing global demand for fructose)
Oct. Galam Group Atomer S.L.
Oct. Novozymes Biocon's enzyme business 115.0 27.0 4.2
SunOpta returns• SunOpta, a producer and distributor of natural food products, acquired Edner of Nevada, a maker of
fruit snack bars. The fourth quarter of 2010 marks the return of SunOpta as an active acquirer of ingredient companies and related business, after a relatively quiet period since the beginning of 2008 when the company was faced with a class action lawsuit over mis-stated inventories in its berry operations.
Interest in South Africa • Netherlands-based Danisco announced their acquisition of Research Solutions, a South African
company known for their expertise in customized ingredient solutions, particularly in dairy. This marks the second transaction in South African’s health and nutrition industry in the last 12 months. In December 2009, SunOpta entered into a Joint Venture with Specialized Protein Products, a South African-based soymilk/soy powder manufacturer.
The return of Private Equity Groups (PEGs)The Carlyle Group re-entered the health and nutrition sector with its acquisition of NBTY. In 2005, the global alternative asset management firm acquired Chinese contract manufacturer Shionogi Qualicaps Group, and through that portfolio company acquired Pharmaphil in 2007. NBTY makes nutritional supplements and vitamins under the brands Nature’s Bounty, Vitamin World, and others.
Atkins Nutritionals, a portfolio company of North Castle Partners, was acquired by Roark Capital Group, an Atlanta-based private equity firm. Roark has a focus on consumer products, direct marketing and retail. Their previous investments include Pet Valu, Seattle’s Best Coffee, Aunt Anne’s and Moe’s Southwest Grille.
Levine Leichtman Capital Partners (LLCP) announced that it has partnered with management in its acquisition of Santa Cruz Nutritionals, a leading manufacturer of gummy-based nutritional products and dietary supplements from Swander Pace. Swander Pace acquired Santa Cruz Nutritionals as part of the Harmony Foods buyout, and sold the Harmony Foods Retail division to Diamond Foods in 2006. LLCP’s previous consumer and retail investments include Quizno’s, Cici’s Pizza and Overhill Farms.
Ganeden Biotech• Ganeden Biotech, a supplier of probiotics and maker of the patented probiotic
GanedenBC30®, entered into a non-exclusive agreement with Glanbia Nutritionals to supply probiotics for the Irish company’s formulations. The transaction confirms an informal collaboration that has seen at least one formulation utilized for an immunity product called Java Juice.
• Agostoni Chocolate, an Italian farm-to-bar producer of all natural premium chocolates, and Ganeden Biotech, Inc., announced Chocolate Plus Private Label, the first store brand functional snack program to bring together GanedenBC30® probiotic with an award-winning premium Italian dark chocolate. Designed to fit into retailers’ confectionary and wellness supplement categories, the Chocolate Plus Private Label program offers a mix-and-match approach for product feature and pricing flexibility
Jamba Juice• The Jamba Juice Company, a seller of healthy beverages through its retail locations and
through Jamba-branded consumer products, and O.N.E. announced an exclusive licensing agreement develop and launch a line of Jamba-branded, ready-to-drink coconut water fruit juice blends. The new line of Jamba-branded products will be brought to market via the O.N.E. distribution system, which includes distribution through Pepsi Beverage Company, and is expected to be available in select grocery, convenience and other retail outlets in early 2011.
• Acai beverage and smoothie company Zola Acai and The Jamba Juice Company announced an exclusive licensing agreement to develop and launch an innovative new line of Jamba-branded daily Superfruit shots. The products are also expected to launch in Jamba Juice retail stores, grocery stores and other retail outlets in early 2011.
• Parent company SuperValu (which also owns Alberston’s) sold its Bristol Farms chain (13 Bristol Farms stores and one Lazy Acres store) to Endeavor Capital, a private equity firm with a focus on food manufacturing, distribution and grocery retail, along with Bristol Farm’s management team. Albertson's initially purchased Bristol Farms in 2004 for $135 million before it was acquired by SuperValu a few years later. SuperValu had major expansion plans for Bristol Farms, but scaled back and subsequently closed locations in recent years.
• The Fresh Market, a Greensboro North Carolina supermarket chain, raised $290 million in its recent IPO. The small grocery chain, which operates 100 stores, half of which are in Florida, North Carolina and Georgia, focuses on higher margin foods and services such as imported cheeses, organic produce and on-site butchers. Many analysts liken the company to Whole Foods, with its emphasis on organic and upscale items and gross margins of 33%, similar to Whole Foods at 35%.
• SunOpta acquired Dahlgren & Company to create one of the world’s largest confection sunflower businesses. Dating back to the 1970’s when it first introduced an extended shelf-life high oleic sunflower kernel, SunOpta has been a pioneer in the sunflower industry. SunOpta’s president and CEO Steve Bromley said: "The combination of Dahlgren's extensive vertically integrated capabilities in confection sunflower with our existing sunflower operations creates a leading worldwide confection sunflower business, with a focus on vertically integrated and value-added healthy food products.”
• Quebec-based dairy cooperative Agropur has acquired Wisconsin-based Main Street Ingredients, a Wisconsin-based provider of functional food products and ingredients, for an undisclosed sum. In recent months, Agropur acquired Green Meadows Food and Farmland Dairies’ Grand Rapids facility. Agropur has sales of approximately $3.4 billion annually and operates 27 plants in Canada, the U.S. and Argentina. Its brands include Schroeder, Quebon, Oka, Sealtest, Natrel, Island Farms, Yoplait and La Lacteo.
Industry stalwarts raise capitalKiss My Face, a NY-based natural personal care company, raised an undisclosed amount of growth capital investment from Caltius Equity Partners. Founded in 1981 by Bob MacLeod and Steve Byckiewicz, the company sells a variety of natural personal care products to natural, mass, grocery, online and specialty retailers. Greenmont Capital Partners completed an investment in Madhava Honey to help finance the company’s expansion. Madhava was founded in 1973 as a honey producer, but has since grown to provide a variety of alternative sweeteners.
Emerging Markets China-based Tsing Capital, a $350 million cleantech and sustainability investment firm, announced their investment of $10 million in Tony’s Farm, Shanghai’s largest organic farm producer.
Sustainable SeafoodBlue Horizon Wild received a follow-on investment from Bradmer Foods. The company supplies sustainably harvested frozen seafood products to the North American market. San Francisco-based Pacific Catch, a small retail chain offering sustainable seafood, raised $4 million from Pacific Community Ventures.
Ingredients and TechnologyTrilantic Capital Partners agreed to purchase a substantial minority interest in Fortitech, a developer and manufacturer of custom nutrient premixes for the food, beverage and pharmaceutical industries. Solazyme, a renewable oil production company, raised $52 million from Chevron Technology Ventures, Bunge, Unilever and others. The company’s products are used for clean and scalable fuels, chemicals, nutritional food ingredients and health and wellness products.
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