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Dean Foods Announces Agreement to Acquire Vandemoortele Group's Alpro Division

- Together, Dean Foods Silk(R) soymilk and Alpro create a clear global leader in the attractive soy beverages and related products category

- Significant opportunities exist to leverage the collective strengths of both businesses across a global soy platform to accelerate growth

- The transaction price is approximately euro 325 million and is expected to be modestly accretive to 2009 earnings, excluding transaction costs

- Dean Foods will host a conference call at 9:00 a.m. ET today to discuss this announcement

DALLAS, June 15 /PRNewswire-FirstCall/ -- via COMTEX -- Dean Foods Company (NYSE: DF) today announced its agreement to acquire the Alpro division of Vandemoortele N.V., Belgium's largest privately-held food company. The transaction's price is approximately euro 325 million. It is expected to be completed in the third quarter.

With its Alpro(R) soya and Provamel(R) brands, Alpro is the European leader in branded soy-based beverage and food products with net sales of approximately euro 260 million in 2008. Alpro has five manufacturing sites in Belgium, the United Kingdom, France and the Netherlands, and employs approximately 750 people.

"We think this is a great deal that establishes Dean Foods as a clear global leader in the attractive soy beverages and related products category, with over $1 billion in combined annual retail sales," said Gregg Engles, Dean Foods Chairman and CEO. "This is one of the most strategic assets we could have acquired. We see significant opportunities to leverage the collective strengths of both businesses across a global soy platform to accelerate growth."

Alpro CEO Bernard Deryckere will report to Joe Scalzo, CEO and President of Dean Foods' WhiteWave-Morningstar division. Alpro will be run as a separate European business.

"We are confident that this is a winning acquisition," Scalzo said. "We fundamentally believe that the soy market is an emerging category with potential to bring more nutritious soy products to more people in more places around the world."

"We look forward to being part of Dean Foods, a strong organization that shares our passion for brands," Deryckere said. "With our successful European market strategy, compatible values and great staff, we can build a strong future as part of Dean Foods."

Markets and Brands

Alpro has two leading European soy-product brands: Alpro, targeting the retail and out-of-home channels; and Provamel, targeting the specialized health store channel with organic products.

Financial Implications

The transaction price of approximately euro 325 million is being financed under Dean Foods' existing revolving credit facility and is expected to be modestly accretive to 2009 earnings, excluding transaction-related costs.

Dean Foods remains committed to deleveraging its balance sheet to below 3.5x funded debt to EBITDA, as defined by its bank agreement. Inclusive of the EBITDA and debt impacts of this transaction, the Company continues to expect to achieve that goal and will not raise additional equity as a result of this transaction.

CONFERENCE CALL

A conference call to discuss today's announcement will be held at 9:00 a.m. ET today. To access the call, investors should dial 888-224-1058 (+ 1 913-312-0689 international), and enter pass code 1843553. The call may also be heard live by visiting the "Webcast" section of the Company's site at www.Deanfoods.com. There will be a slide presentation along with the conference call.

ABOUT DEAN FOODS

Dean Foods is one of the leading food and beverage companies in the United States. The Company's Fresh Dairy Direct business is the largest processor and distributor of milk and other dairy products in the country. The WhiteWave-Morningstar business produces and sells a variety of nationally branded soy, dairy and dairy-related products. Popular brands include: Silk(R) soymilk, Horizon Organic(R) milk and dairy products, International Delight(R) coffee creamers, and LAND O'LAKES(R) creamers. Additionally, the WhiteWave-Morningstar segment produces and sells private label cultured and extended shelf life dairy products through the Morningstar platform.

ABOUT VANDEMOORTELE

The Vandemoortele Group is a leading European food group. The Group has recently decided to focus on its two business-to-business activities Bakery and Lipids. In Bakery, the company produces a wide range of bread products, pastry, American products and patisserie for professional users in the bakery and foodservice channels as well as for retailers, who appreciate the quality and convenience of Vandemoortele's products. In Lipids, the company targets both the professional users with a broad portfolio of products that combine processability, taste and flavor, and the retailers with private label margarines and frying fats. In addition, Vandemoortele markets a number of strong margarine, oils and dressing brands in Belgium such as Vandemoortele(R), Alpro(R) soya and Vitelma(R). The Vandemoortele Group expects to realize in 2009 a turnover of euro 1.1 billion in its Bakery and Lipids activities, with 4,800 people in 12 European countries. The Group's Headquarters are located in Gent, Belgium.

ABOUT ALPRO

Alpro is the European pioneer in soy-based products. For more than 25 years, Alpro has been championing health & wellness and a more sustainable way of producing tasty products that conserve the soy beans unique nutritional value. Today, Alpro is the pan-European market leader in branded soy food products with the brands Alpro (R) and Provamel(R).

Alpro employs approximately 750 staff and has a turnover of some euro 260 million. Alpro has five state-of-the-art manufacturing sites in Belgium, the United Kingdom, France and the Netherlands.

OTHER CONSIDERATIONS

The parties have committed to an agreement to acquire Alpro, a division of Vandemoortele, subject to customary works council procedures. Completion of the transaction is subject to customary closing conditions.

FORWARD-LOOKING STATEMENTS

Some of the statements in this press release are "forward-looking" and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These "forward-looking" statements include statements relating to, among other things, projected sales (including for individual segments, for specific product lines and for the company as a whole), profit margins, net income and earnings per share accretion, debt covenant compliance, growth strategy including acquisitions, branding initiatives, integration, innovation, and research and development plans, completion of announced acquisition and acquisition synergies, and cost-savings initiatives. These statements involve risks and uncertainties that may cause results to differ materially from the statements set forth in this press release. The Company's ability to meet targeted financial and operating results, including targeted sales, operating income, net income, debt covenant compliance, accretion and earnings per share depends on a variety of economic, competitive and governmental factors, including raw material availability and costs, the demand for the Company's products, and the Company's ability to access capital under its credit facilities or otherwise, many of which are beyond the Company's control and which are described in the Company's filings with the Securities and Exchange Commission. The Company's ability to profit from its branding initiatives depends on a number of factors including consumer acceptance of the Company's products. The forward-looking statements in this press release speak only as of the date of this release. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to such statements to reflect any change in its expectations with regard thereto or any changes in the events, conditions or circumstances on which any such statement is based.

CONTACT:

Corporate Communications:
Dean Foods - Marguerite Copel, +1-214-721-1273
APCO Worldwide - Maureen Dempsey, +1-212-300-1806

Investor Relations:
Dean Foods - Barry Sievert, +1-214-303-3438

SOURCE: Dean Foods Company

Web Site:
http://www.deanfoods.com