* Symrise says it will invest around 1.3 billion euros in
* Deal, which could close in Q3, values Diana at 14 times
* Deal subject to approval of Diana workers' council,
(Adds details and CEO quote)
FRANKFURT, April 12 Germany's Symrise,
the world's fourth largest scents and flavours company, has made
a binding offer to acquire French food ingredient maker Diana
Group in a deal that would expand its activities into the pet
Symrise did not disclose the exact purchase price in its
statement late on Saturday, saying only that it would "invest"
around 1.3 billion euros ($1.8 billion) in the deal to buy all
the shares in Kerisper S.A.S., holding entity of Diana Group.
Diana is owned by the private equity firm Ardian.
Symrise said it had already secured the bridge financing
through a mixture of debt and equity.
In 2013, Diana had sales of around 425 million euros and
earnings before interest, tax, depreciation and amortisation
(EBITDA) margin of around 21 percent, Symrise said.
Symrise CEO Heinz Juergen Bertram said: "We believe that a
multiple of around 14 times 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."
Symrise said the acquisition was expected to be fully
EPS-accretive from 2015 onwards and that it expected to finalise
it in the third quarter of this year.
The proposed transaction is subject to consultation with the
workers' council and to antitrust clearance, it added.
Symrise did not say whether its offer had the approval of
Diana's owners, but said the parties had "agreed on exclusivity"
while consultation with the workers' council proceeded.
Reuters last month cited sources familiar with the matter as
saying that Diana Group had attracted bids worth more than 1.2
billion euros including debt from Symrise and Japan's Ajinomoto
The sources said the buyout firms CVC Capital Partners
, Euroazeo and Pamplona were also in the race for the
Symrise said Diana, a leading supplier to the food, pet
food, nutraceutical, aquaculture and cosmetics industries, would
enable it to significantly expand its position in the flavour
and nutrition markets and broaden its activities into the pet
Symrise has sought growth partly via acquisitions, and has
recently raised its stake in the Swedish probiotics specialist
($1 = 0.7201 Euros)
(Reporting by Marilyn Gerlach; Editing by Kevin Liffey)