April 12, 2014

Mergers & Acquisitions: Offer for Acquisition of Diana Group

Symrise AG today submitted a binding offer for the acquisition of all of the shares in Kerisper S.A.S., France, the holding entity of Diana Group. Diana is a leading supplier to the food, pet food, nutraceutical, aquaculture and cosmetics industries. After finalisation of the customary French consultation process with the workers' council of Diana, the owners of Diana Group can conclude a share purchase agreement by accepting the offer. The parties agreed on exclusivity for the duration of this process.

In 2013, with around 2,000 employees, Diana achieved sales of around EUR 425 million and an EBITDA-margin of approx. 21%. For Symrise, the acquisition would be EPS accretive from 2015 onwards. The joint activities of Diana and Symrise would generate pro forma sales of nearly € 2.3bn and an EBITDA-margin of more than 20%.

Through this transaction, Symrise would significantly expand its position in the flavor & nutrition markets, strengthen its backward integration and expand its activities into the pet food markets.

Symrise plans to invest nearly €1.3 billion in this transaction and has already secured the required bridge financing. Symrise plans to refinance such bridge financing - subject to market conditions - by a mix of debt and equity financing.

The transaction would be subject to antitrust clearance and would be expected to close in the third quarter of 2014.

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