03 September 2012

Campari acquires a controlling stake in Lascelles deMercado

Milan - 03 September 2012 - Gruppo Campari announces it has signed an agreement with members of the CL Financial Limited group of companies (‘CLF’) to acquire an 81.4% ownership in Lascelles deMercado & Co. Limited (‘LdM’), a publicly traded holding company, based in Kingston, Jamaica. 

Campari’s acquisition will be made through a formal tender offer to the LdM board and public shareholders to acquire all outstanding ordinary and preference shares pursuant to the Jamaican Takeover Code and applicable requirements. 

Pursuant to the Agreement, at the time of closing, LdM will comprise the Spirits business, led by a world-renowned, leading Jamaican rum range, including Appleton Estate, Appleton Special / White, Wray & Nephew and Coruba, the related upstream supply chain, as well as its successful local consumer products distribution business (the ‘Acquired Business’). 

This transaction marks the third largest acquisition in Campari’s history and positions the Group as a leading producer of premium rum globally. 

The Acquired Business includes an unrivalled Portfolio of world-class premium and overproof rums, including Appleton Estate(super premium aged rum designed for sipping), Appleton Special and White (blend specially designed for mixing), Wray & Nephew White Overproof (the world’s top selling award-winning overproof rum), Coruba and a strong portfolio of local brands. In Fiscal Year ended September 30, 2011, the rum and spirits portfolio achieved total sales volume of 3.5 million 9 litre cases. 

Upstream supply chain operations consist of agriculture facilities, including sugar cane fields, two distilleries, one sugar factory, nine farms and 18 warehouses, all located in Jamaica, as well as a complete and deep inventory of aged rum to support the global expansion of the Acquired Business. The Acquired Business also includes local merchandising operations focused on the warehousing, sales, marketing and distribution of a wide range of third party branded products from well-known consumer goods companies. 

All other LdM assets that are not in the scope of the Acquired Business (principally LdM’s insurance business, Globe, its transportation assets, as well as securities in other companies) are currently involved in a process of divestment and consequently will not form part of the Acquired Business. All net proceeds will be paid to LdM’s current shareholders by the way of one-time extraordinary dividend(s). 

The completion of the acquisition of CLF’s stake in LdM and the formal tender offer process are subject to various closing conditions and are expected to occur in the fourth quarter of 2012. 

In the last twelve months ending June 30, 2012 (‘LTM’) the Acquired Business achieved total pro-forma sales of USD 277.0 million (or € 207.6 million) and a pro-forma EBITDA of 27.7 million (or € 20.7 million).  

The total purchase price for 100% of LdM’s share capital is USD 414,754,200 (or approximately € 330 million at current exchange rate) on a cash free / debt free basis, which corresponds to a price per ordinary share of USD 4.32 and price per preference share of USD 0.57. 

Through the acquisition of LdM, Campari enters the attractive and growing rum category, which combines tradition, heritage and authenticity with dynamism and vibrancy. Today the rum category is expanding significantly with premiumisation, innovation and a broad international appeal, raising consumers demand for aged, spiced and high-proof rums all over the world. 

Source: Campari