Natra publishes prospectus relating to its capital increase - update on negotiations between Barry Callebaut and Natra

Thursday, 25. June 2009 19:15
Corporate news announcement processed and transmitted by Hugin AS.
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Zurich/Switzerland, June 25, 2009 - As communicated earlier, Barry
Callebaut, the world's leading manufacturer of high-quality cocoa and
chocolate products, is currently negotiating with Spanish Natra S.A.
the binding terms and conditions of the business combination and
ancillary agreements relating to the planned combination of their
European consumer chocolate businesses in a yet-to-be-formed
sub-holding called Natra Chocolates (see also press releases of March
3, 2009 and of June 2, 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
committed financing. For the latter purpose, Natra S.A. is conducting
a capital increase in the amount of EUR 40.5 million and has filed a
prospectus with the Spanish Stock Market Regulation Authorities
(CNMV). Recent communication made to the CNMV detailing the current
status of the ongoing negotiations mentioned the possibility of Barry
Callebaut holding a significant minority interest of close to 50% in
the yet-to-be-formed sub-holding company Natra Chocolates. Other
working assumptions mentioned are that the net debt level of Natra
Chocolates would not exceed 3.5x EBITDA after the successful capital
increase of Natra S.A.; that the 2008 pro forma sales revenue of
around EUR 850 million/CHF 1,290 million would be expected to grow at
a rate of 4-6% per annum over the next 3 years; and that the targeted
EBITDA margin would be approximately 7-8% of sales.

The information included in the prospectus of Natra and their recent
communication with the CNMV does not reflect any binding agreement
between the two parties. The negotiations are progressing well.
Subject to the above-mentioned conditions, the transaction is
expected to be executed in 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 investors: For the media:
Simone Lalive d'Epinay Gaby Tschofen
Head of Investor Relations VP Corp. 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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