Barry Callebaut negotiations with Natra regarding combination of European consumer chocolate businesses on track

Tuesday, 02. June 2009 18:34
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Zurich, Switzerland, June 2, 2009 - As communicated earlier, Barry
Callebaut, the world's leading manufacturer of high-quality cocoa and
chocolate products, is negotiating with Spanish Natra S.A. the
combination of their European Consumer chocolate businesses to create
Europe's leading private label chocolate producer (see also press
release of March 3, 2009). Following the signing of a Memorandum of
Understanding Barry Callebaut and Natra are now negotiating the
binding terms and conditions of the business combination and
ancillary agreements.

On the occasion of Natra's annual general meeting of shareholders
scheduled to take place on June 30, 2009, Natra will propose to its
shareholders several measures in view of the envisaged transaction
with Barry Callebaut. For the time being, Natra's proposals to its
shareholders do not reflect any binding agreement between the two

The listed holding company Natra S.A. plans to form two sub-holdings
organized by lines of business. The first sub-holding, Natra
Chocolates, would group all cocoa- and chocolate-related activities,
while the second one, Natra Participaciones, would include all other
investments, mainly the shares in Natraceutical and in the vinery
Torre Oria. The two parties currently envisage combining their
European Consumer businesses in Natra Chocolates, of which Barry
Callebaut would become an important minority shareholder. Appropriate
minority protection rights for Barry Callebaut are being negotiated.
This will include the right of Barry Callebaut to convert its
participation in Natra Chocolates into shares of the listed holding
company, Natra S.A., at any time within six years.

The negotiations are on track and are scheduled to be concluded by
the end of June 2009. The signing and closing of the transaction will
be subject to a number of conditions and approvals, including
approval of the competent organs of the two parties, of all relevant
authorities and secured financing. Subject to these conditions, the
transaction is expected to be effective as of the beginning of
September 2009.

* * *
Barry Callebaut (
With annual sales of more than CHF 4.8 billion/EUR 2.9 billon for
fiscal year 2007/08, Zurich-based Barry Callebaut is the world's
leading manufacturer of high-quality cocoa and chocolate products -
from the cocoa bean to the finished product on the store shelf. Barry
Callebaut is present in 26 countries, operates about 40 production
facilities and employs around 7,000 people. The company serves the
entire food industry, from food manufacturers to professional users
of chocolate (such as chocolatiers, pastry chefs or bakers), to
global retailers. It also provides a comprehensive range of services
in the fields of product development, processing, training and

The complete news release can be downloaded from the following link:

* * *
Contacts for further information:

For analysts and For the media:
Simone Lalive d'Epinay Gaby Tschofen
Head of Investor Relations VP Corporate Communications
phone: +41 43 204 04 23 phone: +41 43 204 04 60

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Barry Callebaut AG
P.O. Box Zurich Switzerland

WKN: 914661; ISIN:
CH0009002962; Index: SMCI, SPI, SPIEX;
Listed: Main Market in SIX Swiss Exchange;
Related Links: Barry Callebaut AG
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