Food Ingredients Sector - Food & Beverage 2018 - Acquizon

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Food Ingredients Sector - Food & Beverage 2018 - Acquizon
Food Ingredients Sector
Food & Beverage
2018
Food Ingredients Sector - Food & Beverage 2018 - Acquizon
Contents
1.   KEY INSIGHTS .......................................................................................................................................................... 2
2.   INTRODUCTION ....................................................................................................................................................... 3
     Segments Overview ................................................................................................................................................ 4
     Geographic Overview ............................................................................................................................................. 6
3.   KEY TRENDS AND CHALLENGES .............................................................................................................................. 8
4.   M&A OVERVIEW ..................................................................................................................................................... 9
     Major Deal Drivers ................................................................................................................................................ 10
     M&A Activity (2014-2017) .................................................................................................................................... 11
     Select M&A Transactions - Strategic (2016-2018) ................................................................................................ 11
     Top Strategic Buyers by Deal Count (2012-YTD2018) .......................................................................................... 14
     Top Strategic Buyers by Deal Value (2012-YTD2018) ........................................................................................... 14
     Select Transactions by Financial Sponsors (2012-YTD2018) ................................................................................ 15
5.   PEER TRADING ANALYSIS ...................................................................................................................................... 17
6.   GLOBAL M&A PARTNERS – FOOD & BEVERAGE TEAM......................................................................................... 22
     ABOUT Global M&A Partners ............................................................................................................................... 23

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Food Ingredients Sector - Food & Beverage 2018 - Acquizon
1. KEY INSIGHTS
   The Food Ingredients industry is an essential component in the Food & Beverage supply chain. Positioned amid raw
   materials and final products, ingredients provide a wide range of applications, including further product
   development and improving consumer health across the Food & Beverage landscape. Food Ingredients improve
   product taste, texture and appearance while enhancing shelf life and nutritional value.

   This $76bn industry is characterized by high barriers to entry, significant organic growth and strong margins.
   Historical growth has primarily been fueled by increasing demand from both consumers and food producers for
   products derived from specialty ingredients, which offer functional and nutritional benefits. Over the last decade,
   growth of the global ingredients industry has largely outperformed the broader Food & Beverage sector. We firmly
   believe these characteristics and trends in the Food Ingredients industry will continue.

       •   Food & Beverage Long-Term Outlook: Ingredients are an integral part of the Food & Beverage industry,
           and therefore, trends in the global Agricultural and Food & Beverage sectors are of major significance to
           industry performance. Favorable macro trends, including increased adoption of healthy convenient food,
           changing consumer lifestyles, a growing global middle class, rising disposable income in developing
           countries, evolving food habits, changing consumption patterns, rising demand for beverage meal
           replacements and ready to eat foods, are all sparking demand for growth and innovation in the Food
           Ingredients industry.

       •   Favorable Sector-Specific Trends: While ingredient sales span the globe, companies have begun to
           optimize supply chains and establish regional production, R&D and sales departments. This allows Food
           Ingredients companies to capitalize on local market knowledge and spur innovation. This is a key
           component to their success in new product development, improved applications of existing products, and
           continuing food ingredient modernization and specialization.

   A significant challenge faced by Food Ingredients companies is to address the higher demand for and increased
   specialization of food products to include changing tastes and preferences. The most successful companies have to
   remain proactive and take the necessary measures to address evolving consumer habits, including:

       •   Adapting product portfolios to satisfy these new consumer trends and local regulations, resulting in a shift
           towards offering more value-added ingredients (versus traditional basic synthetic ingredients);

       •   Increasing production capacity and local presence to meet client demands;

       •   Attracting a skilled workforce, retaining existing talent and automating production lines;

       •   Anticipating consumer needs concerning food properties, safety, traceability and sustainability.

   While recent merger and acquisition (M&A) activity is robust, there remains a tremendous opportunity for further
   consolidation. The Ingredients industry is “barbell” in nature with large diversified food producers on one end of
   the spectrum and many small, specialized players with unique product offerings on the other. These smaller
   companies often lack the financial resources and economies of scale necessary to compete with the larger
   corporate players. Moreover, valuations are currently at peak levels due to the abundance of liquidity available
   from financial buyers and the strong appetite of strategic buyers targeting specialty, niche, growing sectors. We
   expect this “seller’s market” to continue in the near- to intermediate-term and for M&A activity to remain very
   strong.

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Food Ingredients Sector - Food & Beverage 2018 - Acquizon
2. INTRODUCTION
  Food Ingredients represents a multibillion dollar global industry that is growing rapidly. Food ingredients are the
  base composites of food products and are designed to add particular benefits to the final products. They have a
  wide range of applications in various industries for product development and improving consumer health.
  Ingredients improve product taste, texture and
  appearance while enhancing shelf life and nutritional
  value. These ingredients are added in small quantities
                                                              The Global Food
  and are less sensitive to pricing pressure, as they
                                                              Ingredients market is
  typically are a fraction of the overall end-product cost
                                                              expected to reach $91bn in
  (ranging from 0.5%+ for flavours to 5%-10% for some
                                                              2020 driven by Specialty
  enzymes) compared to the significant added benefits.
                                                              Food Ingredients
  Innovation in the Food & Beverage industry,                 segments.
  particularly in the processed foods domain, has
  generated numerous opportunities for new product
  development in the Food Ingredients market.
  Food preferences have changed, and consumers, particularly those in the growing middle class, demand variety in
  food. This demand, along with the need for healthier, convenient and premium foods, has boosted innovation in the
  sector, which is further required by increasing competition and the need for raw material cost reduction.
  Global demand for Food & Beverage ingredients amounted to 30mn tonnes in 2016. However, using volume to
  assess the overall importance of ingredients can be misleading, as many products, such as enzymes and high-
  intensity sweeteners, need only be used in very small quantities in order to make a significant impact on the
  finished product, while others require much larger volumes.
  The Food Ingredients market is highly competitive and fragmented with a large number of players at local and
  regional levels. The global market is estimated to be $75.9bn in 2017 and is forecasted to grow at a CAGR of 5.5%
  to reach $116.5bn in 2025.
                                    GLOBAL FOOD INGREDIENTS MARKET SIZE
  Strong Organic Growth is Expected to Continue

                          $150
                                                                          $116.5
                          $120

                           $90        $75.9
            (In USD bn)

                           $60

                           $30

                            $0
                                     2017E                                 2025E
  Source: Research and Markets

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Food Ingredients Sector - Food & Beverage 2018 - Acquizon
GLOBAL FOOD INGREDIENTS MARKET
Segments Overview
The market is segmented into Sensory and Functional Food Ingredients.
By Product Type

Source: Grand View Research and Future Market Insights

                                    GLOBAL FOOD INGREDIENTS MARKET
Functional Ingredients                                            2013                                                2016
The Functional Food Ingredients segment has been gaining
momentum driven by increasing demand for healthy foods        21%
with high nutritional value. Vitamins were the largest                                                         41%
functional constituents within the segment in 2016. The use
                                                                                                                              59%
of probiotics and botanical/bioactive ingredients has
increased at a swift pace.                                                               79%

                                                                                          Functional         Sensory

    Antioxidants              Anti-microbials                Vitamins                Probiotics                  Proteins
  Antioxidants are           Anti-microbials inhibit     Vitamins play an         Probiotics are cultures   The market for
  preservatives which        the growth of               essential role in        of live microbes          protein ingredients is
  inhibit oxidation of       microbes by either          metabolic activities,    (bacteria) which when     being driven by
  food and cosmetic          reducing water              converting fat into      ingested in adequate      growing consumer
  products. Global           availability or             energy and forming       amounts, deliver          preference for healthy
  volume growth for          increasing acidity.         tissues and bones.       health benefits. The      food, rising concerns
  antioxidants is            According to IHS            Vitamins occur           total end-market for      about animal health
  estimated at 3.6% p.a.     Markit estimates,           naturally and can also   probiotics sold to        and nutrition and
  (from 2016-21).            global volume growth        be synthesized           consumers is              growing demand for
  Growth in food             for antimicrobials is       artificially. The        estimated at $37.0bn      personal and health
  preservatives is           estimated at 2.9% p.a.      estimated market of      in 2016 and is            care products. The
  mainly expected to         (from 2016-21). China       vitamins is valued at    expected to grow at       protein ingredients
  come from emerging         is expected to lead         $4.5bn in 2016           9% p.a. mid-term.         market is projected to
  markets, particularly      the growth trend with       with projected mid-                                reach $58.5bn by 2022,
  China.                     an estimated CAGR of        term growth of 2-                                  growing at a CAGR of
                             4-5% from 2016-21.          4% from 2016-21.                                   6% from 2017.

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Food Ingredients Sector - Food & Beverage 2018 - Acquizon
GLOBAL FOOD INGREDIENTS MARKET
Sensory Ingredients
The Sensory Ingredients segment is also gaining traction, in line with global Food & Beverage market demand and
continued industry innovation. Sensory properties are key elements for consumers in order to attract repeat
purchases, thus leading to market success for the finished products.

       Flavours & Fragrances                                      Sweeteners                                Food Colours
  Flavours and fragrances are                         Sweeteners can be used to add             Food colours are used to offset colour
  compounds that affect both taste and                sweetness and impart other                loss, correct natural colour variations,
  smell. The total Flavours & Fragrances              functionalities such as bulk and          enhance colours that occur naturally,
  (F&F) market is estimated to be                     texture and to mask bitterness,           and provide colour to colourless foods.
  $20.0bn in 2016 and is expected to                  control crystallization, control          The Food Colours market is estimated
  grow at a CAGR of 2-3% through 2020.                viscosity, and prevent spoilage. The      to be $1.8bn in 2016 with expected
  F&F demand is driven by macro trends                market for sweeteners (excluding          mid-term growth of 4-5% p.a. Natural
  such as population growth and rising                commodity sweeteners) is estimated        colours, which accounts for 55% of the
  disposable income resulting in higher               at $3.8bn in 2016.                        market, is expected to grow at 6-8%
  demand for consumer goods thereby                                                             p.a.
  making the category less prone to
  cyclicality.

                 Enzymes                                           Cultures                                Texturants
  Enzymes are primarily used as                       Food cultures are live bacteria used in   Texturants are ingredients used to
  processing aids (i.e., carry out                    the production of fermented               control and modify the texture of food
  bioconversions, speed-up reactions,                 foodstuffs. The Global Cultures           & beverage products. They are
  etc.) and are not present in the                    market is estimated at $1.2bn in          primarily classified into emulsifiers and
  finished product. According to Wall                 2016. According to Wall Street            hydrocolloids. Developed markets are
  Street estimates, the global enzymes                estimates, the market is expected to      major consumers of texturants. In
  market is estimated at $4.0bn growing               continue growing at 5-6% p.a.             2016, Western Europe accounted for
  at 5-6% p.a. since 2000. Food &                                                               28% of consumption by value,
  Beverage and Household Care                                                                   followed by North America at 25%.
  applications together account for over
  75% of the market.

                                          MARKET SIZE FOR SELECTED SENSORY INGREDIENTS
Organic Sales Growth and EBIT Margin (2016)

Area of the circles represents relative market size
Source: Wall Street Research

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Food Ingredients Sector - Food & Beverage 2018 - Acquizon
GLOBAL FOOD INGREDIENTS MARKET
Geographic Overview

North America
North America has the largest market share (33%) for Food Ingredients, driven by “go-green” and organic trends. In
this region, nearly 75% of consumers choose clean label products because they are considered to be safer to
consume and are processed in a controlled environment. Despite the higher cost, consumer preference for such
products is predicted to remain high. North America is expected to dominate the global market due largely to the
increasing consumption of processed foods in the United States and Canada.

Europe
The European Food Ingredients market is estimated at $13.9bn in 2016 and is projected to reach
$17.8bn by 2021, growing at a CAGR of 5.1%. Market growth is being driven by a consumer shift towards low-fat,
balanced diets. Constraints to growth are high raw material and processing equipment costs, as well as stringent
regulations imposed by food administration bodies.

BRIC
BRIC countries are expected to witness the highest growth driven by
economic expansion and are viewed as emerging markets for Food
Ingredients. However, they currently face supply chain and sustainability
issues due to lack of infrastructure and cold storage facilities which have
reduced the level of imports and exports of processed foods.
Geographical Breakdown of Food Ingredients

                         3.0%
                8.0%
                                                     North America
                                                                               In North America, 75% of
                                         33.0%                                 consumers purchase clean label
                                                     Europe                    products because they are
                                                                               considered safer to consume
    25.0%                                                                      and are processed in a
                                                     Asia Pacific
                                                                               controlled environment.

                                                     South America

                                                     Africa
                              31.0%
Source: Mordor Intelligence

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Food Ingredients Sector - Food & Beverage 2018 - Acquizon
GLOBAL FOOD INGREDIENTS MARKET
Application by End Market
Ingredients have many uses, ranging from improving the nutritional profile to changing the flavour of foods.
Manufacturers of consumer staples now purchase ingredients instead of producing them in-house as the
production of commodity-driven ingredients is capital intensive and generates low returns.
                                                       Soft Drinks comprises the largest end market for
                                                       ingredients, followed by Bakery & Confectionaries,
                                                       which both require high volumes of specialty
                                                       ingredients such as hydrocolloids, emulsifiers, flavours,
                                                       and cultures. Meat Products and Functional
                                                       Food/Beverages/Dietary Supplements are expected to
                                                       see higher growth in the coming years due to increasing
                                                       demand for nutritional value in food. The growing
                                                       brewery industry and the occurrence of highly complex
                                                       procedures have increased the demand for enzymes
        Soft Drinks and Bakery &                       and starter cultures. Demand for Functional Food
        Confectionaries are the largest end            Ingredients has increased due to growing health
        markets in the Food Ingredients                concerns and consumer awareness, which have driven
        industry, requiring high volumes of            the market for prebiotics, probiotics, minerals, and
        specialty Food Ingredients such as             proteins.
        hydrocolloids, emulsifiers, flavours,
        and cultures.

                                     GLOBAL APPLICATION OF FOOD INGREDIENTS

By End Use

Source: Euromonitor International

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Food Ingredients Sector - Food & Beverage 2018 - Acquizon
3. KEY TRENDS AND CHALLENGES

 Source: Various press releases

                                  8 |Page
Food Ingredients Sector - Food & Beverage 2018 - Acquizon
4. M&A OVERVIEW
  The global Food Ingredients market is highly fragmented and comprised of
  large and diversified Food & Beverage groups such as Cargill and Archer
                                                                                 Towards 2018, food companies will
  Daniels Midland Company (ADM); large ingredients producers such as
                                                                                 focus on sustainable ingredients to
  Koninklijke DSM, Givaudan, Kerry, Ingredion, and Sensient; and small- and
                                                                                 meet consumer demand and
  mid-sized companies with niche product portfolios. There are many small,
                                                                                 innovative use of technology will
  innovative companies offering unique product lines including faster
                                                                                 play a greater role in helping to
  formulation products and customized blends (e.g., JMH International,
                                                                                 protect the environment. New
  Redbrook Ingredients, Campus, and others).
                                                                                 approaches will be required,
  The shift from commodity to valued-added ingredients is expected to            including strategic partnerships
  drive M&A volume with innovative, niche players identified as prime            involving some unexpected allies.
  acquisition targets. Developed countries will see transaction activity rise,   Greater collaboration across
  with technology, skilled labor, regulation, and strict patent protection       private companies, local/national
  acting as key drivers of deal volume. Emerging markets are also expected       governments and Non-
  to show some incremental growth in M&A activity due to the rising              Governmental Organisations is also
  number of health-conscious consumers.                                          expected. Cargill is seeking
                                                                                 products made with sustainable
  Cash-rich companies with sustainable operating cash flows, notably
                                                                                 ingredients and using science to
  Givaudan, Symrise, and Frutarom, have exhibited an increasing appetite
                                                                                 address sustainability challenges in
  for external growth. Frutarom, currently in a pending agreement to be
                                                                                 agriculture and food production
  acquired by International Flavors and Fragrances (IFF) for $7.1bn, has
                                                                                 and to increase traceability.
  completed 21 investments in various geographies and segments within the
  Food Ingredients market since 2012.                                               -Cargill Communications Director
  In terms of post-merger integration, large corporations are looking for
  new ways to integrate small companies into their own organisations. We have observed a change from the old M&A
  integration model (i.e., consolidation, integration and delivery of immediate synergies) to an integration model based
  on more autonomy of the target into the group.
  Food Ingredients transaction multiples have increased sharply, driven by strong strategic buyer demand, substantial
  availability of private equity capital, and low interest rates.

                                                                                                          9 |Page
M&A OVERVIEW

Major Deal Drivers

                   Accessing New Markets: Long-term success in the Food Ingredients market is contingent upon having a global presence.
                   For this reason, companies often seek geographic expansion to not only increase their customer base, but also broaden
                   the scope of product innovation to address different consumer preferences across markets.
                   In 2018, Firmenich expanded its presence in South Africa with the acquisition of Flavourome, an established flavours
                   company in the region. Roha, one of the leading global manufacturers and marketers in the food colour segment,
                   acquired Italy-based Essential SRL in 2017.

 Shift Towards Higher Value-Added Products: Commodity-driven ingredients companies are looking to expand into the
 specialty ingredients segment to increase returns and reduce volatility. This move is illustrated by ADM with the $3.1bn
 acquisition of Wild Flavours and DowDuPont’s $1.2bn acquisition of FMC Corporation’s Health & Nutrition business in
 2017.
 Natural, organic and plant-based ingredients companies are targets, underscored by Givaudan’s acquisition of Naturex
 (pending) and Sensient’s acquisition of the Natural Colour Business from GlobeNatural, both in 2018.

                   Access to New Technology: As innovation in the ingredients industry is a key driver of growth, small companies with
                   proven track records in innovation are targeted by large corporations, such as Lesaffre taking a majority stake in U.S.
                   bioscience company Enverra.
                   “Our acquisition of Ganeden strengthens our position in the nutritional actives market and enables us to use additional
                   technologies to build our immune health and gut health market platforms,” said Frank Hayes, director of corporate affairs
                   for Kerry Group, referring the acquisition in October 2017.

 Consolidation: The Food Ingredients sector remains highly fragmented and is consolidating as companies accelerate
 acquisition growth strategies to increase market share and position, leverage cross-selling opportunities and expand
 capacity. Following the DowDuPont merger, the group announced that it will invest $10bn in its food solutions business.
 Frutarom has implemented an aggressive external growth strategy doubling in size every four years. “During the past
 five years, our many acquisitions have given us around 10,000 new customers who are now buying many solutions that
 we could not offer them in the past,” said Ori Yehudai, CEO of Frutarom.

                   Larger Companies’ Appetite for Start-Ups: Start-ups are now widely recognized as invaluable sources of innovation,
                   fueling growth and providing pioneering business solutions. Food & Beverage industry partnerships between start-ups
                   and large firms will continue to grow as highlighted recently by Unilever and Cargill.
                   Examples in the Food Ingredients industry include the collaboration of Naturex and Neovia to study and develop new
                   natural and innovative animal nutrition and health solutions and the acquisition of PowderPure by IFF to further expand
                   offerings for clean label solutions.

 Increased Private Equity and Venture Capital Investment: Private equity and venture capital funds have been active
 investors in middle-market Food Ingredients companies, with the sector’s organic growth, high margins, and
 consolidation opportunities being key draws. Since 2012, more than 34 financial investments were disclosed in the Food
 Ingredients sector. Private equity groups are very supportive of strategies to accelerate external growth and international
 development. Solina, a French company specializing in taste and visual solutions for the meat industry, has completed
 more than eight acquisitions in Europe since its first buyout in 2012 backed by IK Investment and then Ardian in 2015.

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M&A OVERVIEW
M&A Activity (2014-2017)
The Food Ingredients industry has seen significant consolidation, averaging more than 40 transactions per year
between 2000 and 2007. Transaction activity slowed following the global financial crisis as the industry shifted
focus to organic growth and R&D investment, during which time a growing number of small players entered the
market. In 2016, M&A activity began to reaccelerate as small, innovative players sought strategic partners with
greater access to capital, brand recognition, and geographic reach. Larger Food & Beverage companies have shown
an increasing preference for suppliers with international production and supply chains, which has been a catalyst
for increased consolidation.

Source: Mergermarket

                                                              M&A OVERVIEW

Select M&A Transactions - Strategic (2016-2018)
EBITDA multiples increased from an 8.0x-10.0x average range in 2012-2014 to greater than 17.0x in 2016-2018 for
both strategic and financial transactions. The expansion in EBITDA multiples is due to the high level of liquidity in
the market and an increased buyer appetite for this asset class. For example, Iberchem (flavour brand Scentium) was
acquired by Magnum in 2013 at an EBITDA multiple of approximately 8.0x and later sold to Eurazeo in 2017 for
16.0x. In 2018, Givaudan announced a $1.8bn bid for Naturex, representing an EBITDA multiple of 24.3x.

                                                                                                                                            EV/
                                                                                                                                     Revenue EBITDA
                                                                                                                       Median          1.6x     19.7x
                                                                                                                       Mean            2.1x     17.3x
                                      Target                                                                                                         Acquirer
  Date        Target                                Target Description                                                          Acquirer
                                      Country                                                                                                        Country
                                                                                                                                International
            Frutarom Industries,                    Engaged in developing, manufacturing and marketing flavours &
7-May-18                              Israel                                                                                    Flavors &            US
            Ltd.                                    ingredients
                                                                                                                                Fragrances Inc
                                                    Engaged in plant extraction and the development of natural ingredients
26-Mar-18   Naturex                   France                                                                                    Givaudan             Switzerland
                                                    and solutions for the food, health and beauty sectors
            Meroar S.A. (70%                        Argentina-based company that researches, develops, manufactures and         Frutarom
14-Mar-18                             Argentina                                                                                                      Israel
            Stake)                                  markets flavours and fragrances                                             Industries, Ltd.
            Sichuan Weizhinong                      China-based company engaged in manufacture & sales of food condiment;       Chongqing Fuling
2-Mar-18    Food Co., Ltd.; Sichuan   China;China   China-based company engaged in manufacture and sales of food                Zhacai Group Co.,    China
            Hengxing Food Co., Ltd.                 condiment                                                                   Ltd.
                                                                                                                                Sensient
8-Feb-18    GlobeNatural              Peru          Peru-based natural food and ingredient company                              Technologies         US
                                                                                                                                Corporation
                                                    Netherlands-based company providing stabilizers to health and food
1-Feb-18    Acatris Holding BV        Netherlands                                                                               Caldic B.V.          Netherlands
                                                    ingredients company
            California Natural                      Manufacturer of specialty rice and soy-based ingredients for blue-chip
30-Jan-18                             US                                                                                        Gehl Foods, LLC      US
            Products Inc.                           consumer food brands

Source: Mergermarket

                                                                                                                                                    11 | P a g e
M&A OVERVIEW
Select Transactions – Strategic (2016-2018) (Continued)
                                         Target                                                                                                           Acquirer
   Date        Target                                  Target Description                                                             Acquirer
                                         Country                                                                                                          Country
             Meroar S.A and                                                                                                           Frutarom
 14-Mar-18                               Argentina     Argentina-based companies that manufacture flavors and fragrances                                  Israel
             Meroaromas S.A.                                                                                                          Industries, Ltd.

             Estrategia en Alimentos                   Mexico-based company that produces ready-to-use food ingredients and
 10-Jan-18                               Mexico                                                                                       Eurogerm SA         France
             SA                                        preparations for the milling, baking and pastry industry
                                                       US-based company engaged in producing organic flavours for food and
 21-Dec-17   Natural Flavors Inc.        US                                                                                           Firmenich SA        Switzerland
                                                       beverage industry
 20-Dec-17   Essential                   Italy         Plant and Fruit based natural colouring and flavouring ingredient              Roha Dyechem        India
             Bremil Industria De
                                                       Brazil-based manufacturer and supplier of food additives and flavourings       Frutarom
 20-Dec-17   Produtos Alimenticios       Brazil                                                                                                           Israel
                                                       solutions                                                                      Industries, Ltd.
             Ltda.
             Citratus Fragrâncias
 06-Dec-17   Indûstria e Comércio        Brazil        Brazil-based company that manufactures fragrances                              Symrise AG          Germany
             Ltda
 17-Nov-17   Amyris Brasil Ltd           Brazil        Develops renewable compound for variety of markets                             Royal DSM           Netherlands
             National Company for
                                                       Egypt based company manufacturing fructose and glucose syrups, starches        Cairo Three A
 15-Nov-17   Maize Products              Egypt                                                                                                            Egypt
                                                       and modified starches for pharmaceutical, food, textile and paper industry     Group
             (97.67% Stake)
                                                       US-based provider of nutraceutical and functional ingredients for the          Innophos
 6-Nov-17    NutraGenesis LLC            US                                                                                                               US
                                                       dietary supplement                                                             Holdings, Inc.

             FMC Corp (Health and                      Diversified chemical company that provides solutions, applications, and
 1-Nov-17                                US                                                                                           DowDuPont           US
             Nutrition Business)                       products for the agricultural, consumer, and industrial markets worldwide.
                                                       Norway-based company engaged in manufacture and supply of spices,
                                                                                                                                      Orkla Food
 25-Oct-17   Arne B. Corneliussen AS     Norway        marinades, flavourings, starter cultures and other functional ingredients,                         Norway
                                                                                                                                      Ingredients AS
                                                       and providing packaging solutions
             Mighty International                      Thailand-based manufacturer of food ingredients, headquartered in              Frutarom
 18-Oct-17                               Thailand                                                                                                         Israel
             Co.,Ltd.                                  Bangkok.                                                                       Industries, Ltd.

 11-Oct-17   Ganeden, Inc.               US            US-based manufacturer and supplier of probiotics and probiotic bacteria.       Kerry Group         Ireland

                                                       Canada-based provider of dyes, pigments, flavours and extracts for the
 6-Oct-17    Colarome inc.               Canada                                                                                       Capol GmbH          Germany
                                                       natural ingredient sector

             Centroflora Group,
 20-Sep-17                               Brazil        Brazil-based division that manufactures functional ingredients                 Givaudan SA         Switzerland
             Nutrition Division

                                                       Spain-based company engaged in formulation, mixing and
 8-Sep-17    Grama Aliment S.L.          Spain         commercialization of preparations, ingredients, spices and additives for the   Solina Group SAS    France
                                                       food industry
             Geovita Functional
                                                       Italy-based company engaged in the production and sale of legumes, rice,
 6-Sep-17    Ingredients, S.r.l (52%     Italy                                                                                        Ebro Foods SA       Spain
                                                       fast-cooking grains and other healthy ingredients
             Stake)
             Muehlehof Gewuerze                                                                                                       Frutarom
 22-Aug-17                               Switzerland   Switzerland-based flavour and food ingredient producer                                             Israel
             AG                                                                                                                       Industries, Ltd.
             Flavours and Essences       United                                                                                       Frutarom
 15-Aug-17                                             UK-based producer of flavours and natural colours                                                  Israel
             (UK) Limited                Kingdom                                                                                      Industries, Ltd.
             Novel Ingredient                                                                                                         Innophos
 1-Aug-17                                US            US-based provider of dietary supplement ingredient solutions                                       US
             Services, LLC                                                                                                            Holdings, Inc.
             Chemcolour Industries       New           New Zealand-based company engaged in importing, manufacturing and
 25-Jul-17                                                                                                                            Azelis S.A.         Belgium
             Ltd                         Zealand       marketing of specialty chemicals and food ingredients
                                                       Specializes in dairy ingredients, fonds, stocks, vegetable extracts among
 11-Jul-17   Vika B.V.                   Netherlands                                                                                  Givaudan SA         Switzerland
                                                       which kiwi extracts and other specialty ingredients
             Flavour Ingredient                                                                                                       T.Hasegawa Co,
 3-Jul-17                                US            US-based company engaged in the production and sales of food flavourings                           Japan
             Holdings, LLC                                                                                                            Ltd.
             Illinois Corn Processing,                                                                                                Pacific Ethanol
 27-Jun-17                               US            US-based producer of ingredients and distillery products                                           US
             LLC                                                                                                                      Inc.
             SDFLC Brasil Indústria E                  Brazil-based company that develops taste solutions for ice creams and          Frutarom
 25-Jun-17                               Brazil                                                                                                           Israel
             Comércio Ltda.                            desserts, including flavors, coatings, and glazings                            Industries, Ltd.

 8-Jun-17    Ben Alimentos Ltda          Brazil        Brazil-based company that produces dairy-based ingredients                     Kerry Group Plc     Ireland

                                                                                                                                      Archer Daniels
 6-Jun-17    Chamtor SA                  France        France-based producer of wheat-based glucose, starch and proteins                                  US
                                                                                                                                      Midland Company
 5-May-17    Eis Gräbner                 Germany       Manufacturer of ice-cream ingredient                                           Orkla               Norway
                                                                                                                                      International
             Columbia
 10-Apr-17                               US            Engaged in manufacturing of fruit and vegetable powder                         Flavours &          US
             Phytotechnology
                                                                                                                                      Fragrances

Source: Mergermarket and Capital IQ

                                                                                                                                                         12 | P a g e
M&A OVERVIEW
Select Transactions – Strategic (2016-2018) (Continued)
                                      Target                                                                                                            Acquirer
   Date        Target                                Target Description                                                            Acquirer
                                      Country                                                                                                           Country

             Orchard Valley Foods     United         Produces, markets, and distributes confections, edible decorations, and       Orkla Food
 3-Apr-17                                                                                                                                               Norway
             Limited (85% Stake)      Kingdom        powder food ingredients to UK bakery, chocolate and ice cream market          Ingredients AS

 27-Mar-17   Supremia Grup S.R.L.     Romania        Romania based producer and supplier of food ingredients                       Solina Group SAS     France

             Rathi Food Industries                                                                                                 Empire Spices &
 1-Mar-17                             India          India-based manufacturer of spices; India-based manufacturer of spices                             India
             Private Limited                                                                                                       Foods Limited

             Tianning Flavour &                      China-based company engaged in the manufacturing and exporting of
 21-Feb-17                            China                                                                                        Kerry Group Plc      Ireland
             Fragrance                               fragrances, food additive and other chemical products

                                                     Australia-based company produces beverage, sweet & savoury flavours for
 21-Feb-17   Taste Master Pty. Ltd.   Australia                                                                                    Kerry Group Plc      Ireland
                                                     snack and meat & culinary industries

 15-Feb-17   Ojah                     Netherlands    Engaged in production of meat substitutes                                     Korys                Belgium

                                                     South Africa-based company which develops and supplies natural and            Frutarom
 9-Feb-17    Unique Flavors           South Africa                                                                                                      Israel
                                                     artificial flavours within Africa                                             Industries, Ltd.

                                                     Brazil-based supplier of special ingredients and premixes as well as bakery
 3-Jan-17    Palsgaard Candon S.A.    Brazil                                                                                       Palsgaard A/S        Denmark
                                                     emulsifiers to the food industry

 1-Dec-16    Main Process             Argentina      Producer of food preparation                                                  ARGANA               Austria

                                                     Italy-based manufacturer of natural flavours, aromatic herbal extracts, and   McCormick &
 29-Nov-16   Enrico Giotti S.p.a.     Italy                                                                                                             US
                                                     concentrated juices                                                           Company Inc.

             Sosa Ingredients SL                     Spain-based manufacturer of premium ingredients for gastronomy and            Savencia Fromage
 24-Nov-16                            Spain                                                                                                             France
             (40% Stake)                             pastry                                                                        & Dairy
             Proveedores De                                                                                                        Frutarom
 10-Nov-16                            Mexico         Mexico-based producer of food ingredients and flavours                                             Israel
             Ingenieria Alimentaria                                                                                                Industries, Ltd.
                                                     Brazil-based manufacture of flavors and plant-based extracts for alcoholic    Frutarom             Israel
 13-Oct-16   Nardi Aromas Ltda.       Brazil
                                                     drinks and carbonated beverages                                               Industries, Ltd.
                                                                                                                                   International
 13-Sep-16   David Michael & Co       US             US-based flavours company                                                     Flavors &            US
                                                                                                                                   Fragrances Inc
             InterHealth
 15-Aug-16                            US             Development of nutritional ingredient                                         Lonza Group          Switzerland
             Nutraceuticals
                                                     Engaged in developing, producing and marketing of innovative specialty
             Redbrook Ingredient      Ireland                                                                                      Frutarom
 3-Aug-16                                            savory taste solutions includes seasoning and functional blends, marinades,                        Israel
             Services Limited         (Republic)                                                                                   Industries, Ltd.
                                                     glazes, cures and specialty ingredients for food processors
                                                     US-based manufactures and sells ingredients and equipment to wholesale        Vantage Specialty
 20-Jul-16   Mallet & Company, Inc.   US                                                                                                                US
                                                     baking and food processing industries worldwide                               Chemicals, Inc.

             Spicetec Flavors &                      US-based company engaged in offering flavours, spices and savory
 23-May-16                            US                                                                                           Givaudan SA          Switzerland
             Seasonings                              seasoning solutions

             Extrakt Chemie Dr.
                                                     Germany-based producer of specialty ingredient extracts, primarily for        Frutarom
 3-May-16    Bruno Stellmach GmbH     Germany                                                                                                           Israel
                                                     pharma, natural medications, nutritional supplements, foods and cosmetics     Industries, Ltd.
             &Co. KG

                                                     South Korea-based provider of food and beverage ingredients with a focus
 29-Apr-16   Whanee Corporation       South Korea                                                                                  Brenntag AG          Germany,US
                                                     on dairy, functional and flavour related products
                                                     Engaged in development, production and marketing of fruit flavours,
             American Fruits &                                                                                                     Monster Beverage
 23-Feb-16                            US             flavour systems, juices, concentrates, natural sweeteners and fruit-based                          US
             Flavor                                                                                                                Corporation
                                                     products
             Norbert Schaller
                                                                                                                                   MANE Austria
 10-Feb-16   Gesellschaft m.b.H.      Austria        Austria-based flavours business of Norbert Schaller Gesellschaft m.b.H.                            Austria
                                                                                                                                   GmbH
             (flavours business)

             Harvest Innovations                     US-based producer of minimally processed, expeller-pressed soy proteins,      Archer Daniels
 2-Feb-16                             US                                                                                                                US
             (90% Stake)                             oils and gluten-free ingredients                                              Midland Company

                                                     US-based company engaged in development, manufacturing of natural             Takasago
             Centre Ingredient
 20-Jan-16                            US             flavours and fragrance ingredients for the food, beverage, and cosmetics      International        Japan
             Technology, Inc.
                                                     industries                                                                    Corporation
                                                     US-based manufacturer of unique food flavours, natural food colouring
                                                                                                                                   Frutarom
 12-Jan-16   Grow Company, Inc.       US             agents, cosmetic ingredients, and dietary supplements for human and                                Israel
                                                                                                                                   Industries, Ltd.
                                                     animal consumption
Source: Mergermarket and Capital IQ

                                                                                                                                                       13 | P a g e
Top Strategic Buyers by Deal Count (2012-YTD2018)
A total of 146 deals (109 strategic buyer and 37 financial buyer transactions) were executed since 2012, with
Frutarom Industries (21 acquisitions since 2012), ADM and Kerry Group (5 each), and Solina (4) among the major
industry consolidators during the same period.
        25
                   21
        20
       (No. of deals)

                           15

                           10
                                                             5                 5                      4
                            5                                                                                             3                   3                    3

                            0
                                     Frutarom      Archer Daniels Kerry Group Plc Solina Group                     Givaudan SA          Innophos           Naturex SA
                                  Industries, Ltd.    Midland                          SAS                                             Holdings, Inc.
                                                     Company

Source: Mergermarket

Top Strategic Buyers by Deal Value (2012-YTD2018)
Marquee strategic transactions include the $3.1bn acquisition of Wild Flavours by Archer Daniels Midland
Company and Symrise’s $1.8bn acquisition of Diana Corp (EBITDA multiple 14.0x), both in 2014.

                                                                            M&A OVERVIEW

Top Strategic Buyers by Deal Value (2012-YTD2018)
                        $8,000     $7,114
                        $7,000
                        $6,000
 (i n USDmn)

                        $5,000
                        $4,000                    $3,383
                        $3,000
                                                              $1,806
                        $2,000
                                                                            $689          $536              $461
                        $1,000                                                                                           $340          $340         $320            $282
                            $0
                                  International    Archer    Symrise AG    Monster       Frutarom         Eurazeo SA   Givaudan SA     Ingredion   Mitsubishi     Naturex SA
                                    Flavors &      Daniels                 Beverage     Industries,                                  Incorporated Corporation
                                 Fragrances Inc   Midland                 Corporation       Ltd.
                                                  Company

Source: Mergermarket

                                                                                                                                                                14 | P a g e
M&A OVERVIEW
Select Transactions by Financial Sponsors (2012-YTD2018)
Private equity and venture capital investors are attracted to the growth and margin profiles of Food Ingredients
companies, and with the high level of industry fragmentation, see significant opportunity to fund organic growth
and buy-and-build strategies. This trend is further indicated by robust transaction volume, strong valuation
multiples, and substantial growth of smaller companies. This is portrayed by Riverside Company’s recent
investment in Parker Products, a value-added developer of specialty ingredients.

                                                                                                                                             EV/
                                                                                                                                      Revenue EBITDA
                                                                                                                        Median          1.5x     12.6x
                                                                                                                        Mean            2.1x     12.1x

                                         Target                                                                                                        Acquirer
 Date        Target                                    Target Description                                                        Acquirer
                                         Country                                                                                                       Country
                                                                                                                                 Highlander
 16-Jan-18   Chicago Custom Foods LLC    US            US-based manufacturer and marketer of popcorn seasoning                                         US
                                                                                                                                 Partners, L.P.

                                                       US-based developer and manufacturer of custom specialty ingredients       The Riverside
 2-Oct-17    Parker Products Inc         US                                                                                                            US
                                                       for food & beverage companies                                             Company

                                                       US-based developer and manufacturer of fruit and flavour solutions for    Paine Schwartz
 14-Nov-17   Lyons Magnus Inc.           US                                                                                                            US
                                                       the restaurant chains, foodservice, healthcare and dairy industries       Partners, LLC

                                                       US-based supplier, distributor, blender and re-packager of specialty      Maroon Group,
 28-Sep-17   Seidler Chemical Co, Inc    US                                                                                                            US
                                                       chemicals and ingredients                                                 LLC
                                                       Spain-based manufacturer and distributor of flavours and fragrances
 3-Jul-17    Iberchem S.A.               Spain                                                                                   Eurazeo SA            France
                                                       for household, personal care, perfumery and food sectors

                                         Belgium,                                                                                Groupe Siparex;
                                                       Chemical company that develops and manufactures active ingredients,                             France
 31-May-17   Minafin Group               France,                                                                                 Croissance Nord-
                                                       organic intermediates and fine chemicals
                                         Luxembourg                                                                              Pas-de-Calais

                                                       Engaged in sourcing and marketing ingredients produced by strategic
                                                                                                                                                       Germany,
 4-Apr-17    Agridient B.V.              Netherlands   partners in crop-processing industries as well as ingredients used in     Nimbus BV
                                                                                                                                                       Netherlands
                                                       industries such as food, pharmaceutical and pet food
                                                       Netherlands-based company that manufactures and produces spices,          Parcom Capital        Netherlands;
 31-Mar-17   Koninklijke Euroma BV       Netherlands
                                                       herb mixes, functional blends and liquids and paste                       Management            Netherlands

                                                       US-based producer of specialty ingredients for food, feed, and            SK Capital
 2-Feb-17    Niacet Corporation          US                                                                                                            US
                                                       pharmaceutical applications such as propionates and acetates              Partners
                                                       India-based manufacturer and distributor of nutritional and active
             OmniActive Health                                                                                                   Everstone Capital
 2-Jan-17                                India         natural ingredients to the healthcare, food and personal care                                   India
             Technologies Limited                                                                                                Management
                                                       industries
                                                       Italy-based company engaged in the production of ice cream                Charterhouse          United
 13-Nov-16   Optima SRL                  Italy
                                                       ingredients                                                               Capital Partners      Kingdom
                                                                                                                                 First Israel
                                                       Israel-based company engaged in manufacturing and marketing of
 10-Oct-16   Galam Ltd                   Israel                                                                                  Mezzanine             Israel
                                                       glucose, fructose, and starch to food and beverage industry
                                                                                                                                 Investors Ltd
                                                       US-based agribusiness that manufactures clean-label, vegetable-based
 7-Oct-16    Florida Food Products Inc   US            curing agents, preservatives, and ingredients for the food, cosmetic,     Kainos Capital LP     US
                                                       pharmaceutical, nutraceutical and agricultural industries
                                                                                                                                 Bridges
                                         United                                                                                                        United
 5-Oct-16    Vegetarian Express Ltd.                   UK-based supplier of plant-based food ingredients                         Sustainable
                                         Kingdom                                                                                                       Kingdom
                                                                                                                                 Growth Fund III
                                                       France-based company that develops and distributes clinically effective
 6-Sep-16    Fytexia SAS                 France                                                                                  ArchiMed SAS          France
                                                       natural ingredients used in food supplements throughout the world

             Sosa Ingredients SL                       Spain-based manufacturer of premium ingredients for gastronomy and
 3-Aug-16                                Spain                                                                                   Meridia Capital       Spain
             (78.7% Stake)                             pastry
             Ecom Food Industries                      Canada-based producer of extracts, flavours, antioxidants, specialty      Granite IV
 28-Jul-16                               Canada                                                                                                        Canada
             Corporation                               oleoresins and flavour enhancers                                          Partners LP
                                                                                                                                 Standard
             Phoon Huat & Company                      Singapore-based company engaged in manufacturing and Supplying of
 4-Jul-16                                Singapore                                                                               Chartered Private     Singapore
             (Pte) Ltd                                 bakery, beverage, and confectionery ingredients.
                                                                                                                                 Equity Limited
                                         China,        Spain-based company engaged in producing and distributing spices          Portobello Capital
 17-Mar-16   Ramón Sabater, S.A.U.                                                                                                                     Spain
                                         Spain,US      and ingredients for the food industry                                     Gestion, SGECR

             YesSinergy do Brasil                      Engaged in the production of nutritional feed additives, such as
 17-Mar-16                               Brazil                                                                                  Aqua Capital          Brazil
             Agroindustrial Ltda.                      mycotoxin binders, prebiotics and organic-mineral complexes

Source: Mergermarket

                                                                                                                                                      15 | P a g e
M&A OVERVIEW
Select Transactions by Financial Sponsors (2012-YTD2018) (Continued)
                                           Target                                                                                                       Acquirer
 Date        Target                                     Target Description                                                        Acquirer
                                           Country                                                                                                      Country
 1-Feb-16    Solina Group SAS              France       France-based manufacturer of ingredients for the food industry            Ardian                France

 12-Dec-15   Euro Gamma SPA                Italy        Italy-based producer of food colouring                                    Corpfin Capital SA    Spain

             Valeo Foods Group             Ireland      Ireland-based company engaged in producing consumer food products         CapVest Partners      United
 28-Jul-15
             Limited (32% Stake)           (Republic)   including food ingredients and hot beverages                              LLP                   Kingdom

                                                        Italy-based provider of ingredients and base food products for pastry-
 14-Jul-15   Irca S.p.A. (80% Stake)       Italy                                                                                  Ardian                France
                                                        making, baking and ice-cream retailing

                                                                                                                                  Arbor Private
                                                        US-based manufacturer and supplier of food products and custom
 10-Jun-15   Concord Foods, LLC            US                                                                                     Investment            US
                                                        ingredients
                                                                                                                                  Company

                                                        Italy-based company engaged in providing functional ingredients and       White Bridge
 12-May-15   Campus Srl                    Italy        raw materials for the food industry with focus on the savoury sector      Investments           Italy
                                                        and the meat industry                                                     S.p.A.

             Pinnacle Bakery &                          Australia-based company engaged in manufacturing and marketing of         Pacific Equity
 8-Mar-15                                  Australia                                                                                                    Australia
             Integrated Ingredients                     bakery ingredients and frozen products                                    Partners

                                                        US-based company that engages in the import, processing, and supply
             Van de Vries Spice                                                                                                   Frontenac
 10-Feb-15                                 US;US        of food ingredients to food manufacturing, bakery supply, and food                              US
             Corporation ; Spiceco, Inc.                                                                                          Company LLC
                                                        distribution industries; US-based supplier of spices

 24-Nov-14   Nactis Flavours               France       Producer of flavouring and aromatic raw ingredients                       MML Capital           UK

             Novel Ingredient Services,                                                                                           GenNx360 Capital
 31-Mar-14                                 US           US-based provider of dietary supplement ingredient solutions                                    US
             LLC                                                                                                                  Partners II, L.P.

                                                        Italy-based company engaged in the production of ice cream                The Riverside
 28-Feb-14   Optima SRL                    Italy                                                                                                        US
                                                        ingredients                                                               Company
                                                        Egypt-based company that manufactures, packages, markets and
             Edita Food Industries                                                                                                                      United
 24-Jun-13                                 Egypt        distributes confectionary products and food related products and          Actis LLP
             S.A.E. (30% Stake)                                                                                                                         Kingdom
                                                        ingredients
             Adams Flavors, Foods &                                                                                               Valesco
 7-Feb-13                                  US           US-based manufacturer and distribution of blends, extracts and spices                           US
             Ingredients, LLC                                                                                                     Industries, LLC
                                                        US based company manufacturer of soup bases, flavour bases,
                                                                                                                                  Mill City Capital,
 5-Dec-12    JMH International, LLC        US           dressings, stock concentrates, sauces, gravies and seasoning blends to                          US
                                                                                                                                  L.P.
                                                        custom formulations
                                                        Russia based company engaged in producing natural bioactive
 30-Sep-12   Aquanova Rus ZAO              Russia                                                                                 RusNano OAO           Russia
                                                        substances, antioxidants, colourants and preservatives.
             S H Kelkar and Company                                                                                               Blackstone Group
 3-Sep-12                                  India        India-based manufacturer of fragrances, flavours and aroma chemicals                            US
             Limited (33% Stake)                                                                                                  LP
                                                        Denmark-based company that develops natural ingredient solutions
             Chr. Hansen A/S (25.66%
 11-Jan-12                                 Denmark      such as cultures, enzymes, colours and functional systems for the food,   Novo A/S              Denmark
             Stake)
                                                        pharmaceutical, nutritional and agricultural industries

Source: Mergermarket

                                                                                                                                                       16 | P a g e
5. PEER TRADING ANALYSIS
  The overall Food Ingredients market is trading at an average EBITDA multiple of 17.7x, significantly
  influenced by higher multiples in the Specialty-driven Ingredients markets. Specialty-driven Ingredients
  registered an EV/EBITDA multiple of 20.8x compared to 12.2x for Commodity-driven Ingredients.

                                                                                                       Margin (%)                           EV/
                                                                                              EBITDA                EBIT    Sales (x)   EBITDA (x)   EBIT (x)
  Company Name                              Mkt Cap (USDm)               EV (USDm)             LTM                  LTM       LTM          LTM        LTM
  Specialty Driven Ingredients
  Otsuka Holdings Co., Ltd.                 26,807                    25,522                  12.4%                 8.2%      2.3x        18.2x       27.5x
  Givaudan SA                               21,109                    22,138                  21.0%                 16.3%     4.3x        20.5x       26.4x
  Kerry Group Plc Class A                   18,738                    20,430                  14.3%                 10.5%     2.8x        19.8x       27.0x
  McCormick & Company, Incorporated         12,980                    19,015                  19.4%                 14.8%     3.8x        19.5x       25.6x
  Chr. Hansen Holding A/S                   12,223                    13,090                  34.1%                 28.4%    10.5x        30.8x       36.9x
  Symrise AG                                10,993                    12,738                  19.8%                 14.6%     3.8x        19.0x       25.8x
  International Flavors & Fragrances Inc.   10,071                    11,487                  22.1%                 17.9%     3.3x        14.8x       18.4x
  Frutarom Industries Ltd                    5,784                    6,307                   19.1%                 14.3%     4.6x        24.3x       32.4x
  Angel Yeast Co., Ltd. Class A              4,772                    5,207                   25.9%                 19.1%     5.8x        22.5x       30.4x
  AAK AB                                     3,743                    4,120                   8.3%                  6.9%      1.3x        15.8x       18.8x
  Sensient Technologies Corporation          2,931                    3,583                   19.3%                 14.5%     2.6x        13.5x       18.0x
  Naturex SA                                 1,530                    1,735                   14.3%                 6.2%      3.8x        26.7x       60.9x
  MGP Ingredients, Inc.                      1,472                    1,503                   15.3%                 15.1%     4.3x        28.1x       28.6x
  Eurogerm SA                                 227                      218                    10.7%                 8.3%      1.9x        17.4x       22.4x
                                                             Mean                    Mean     18.3%                 13.9%     3.9x        20.8x       28.5x
                                                             Median                  Median   18.7%                 14.6%     3.8x        19.6x       26.7x
  Commodity Driven Ingredients
  DowDuPont Inc.                            155,675                 180,917                   13.0%                 4.0%      2.6x        19.8x       64.1x
  Associated British Foods plc              29,505                    29,349                  11.8%                 8.4%      1.4x        12.3x       17.1x
  Archer-Daniels-Midland Company            24,579                    32,226                  4.5%                  3.2%      0.5x        11.8x       16.5x
  Royal DSM NV                              18,523                    18,572                  17.3%                 11.8%     1.8x        10.3x       15.1x
  Bunge Limited                             10,028                    16,195                  2.3%                  0.9%      0.4x        15.6x       38.1x
  Ingredion Incorporated                     8,073                    9,343                   18.4%                 14.4%     1.6x        8.7x        11.1x
  Tate & Lyle PLC                            3,794                    4,228                   15.8%                 9.8%      1.2x        7.5x        12.1x
  Corbion N.V.                               1,925                    2,079                   17.6%                 14.2%     2.1x        11.7x       14.5x
                                                             Mean                    Mean     12.6%                 8.3%      1.4x        12.2x       23.6x
                                                             Median                  Median   14.4%                 9.1%      1.5x        11.8x       15.8x

                                                             Overall Mean            Mean     16.2%                 11.9%     3.0x        17.7x       26.7x
                                                             Overall Median          Median   16.6%                 13.0%     2.6x        17.8x       25.7x

     Source: FactSet as of 11 May 2018
                                                             PEER TRADING ANALYSIS
    Peer Average vs S&P Food & Beverage Index

    The Food Ingredients market has outperformed the broader Food & Beverage industry with year-over-year growth
    of 1.9% a little above the S&P Food & Beverage Select Industry Index (equities classified in the GICS Food &
    Beverage sub-industry of the S&P Total Market Index).
    MGP Ingredients saw its stock price appreciate 1,787.5% during the last five years, increasing from $4.63 in May
    2013 to $87.39 in May 2018. This appreciation has been fueled by a shift from distillery to premium alcoholic
    beverage products and increased whiskey sales, which have resulted in near double-digit revenue growth and
    continued margin expansion.
    Frutarom, which specializes in ingredients and flavour extracts for the Food & Beverage industry, witnessed a
    558.0% increase in share price during the last five years, primarily attributed to acquisitive growth (21 transactions
    completed in five years) and the low risk and stability of the sector.
    Specialty-driven Ingredients companies have shown higher share price growth compared to their commodity-
    driven ingredients peers. In addition, the Specialty Food Ingredients sector has outperformed the broader Food &
    Beverage industry, driven by continued innovation, new market entrants, increased consolidation, and growing
    private equity and venture capital investment.

                                                                                                                                                     17 | P a g e
PEER TRADING ANALYSIS

Peer Average vs S&P Food & Beverage Index

(% change)                                       5Y              3Y        1Y            6m
Specialty Driven Ingredients
AAK                                          128.4%           44.6%     18.9%         13.6%
Angel Yeast                                  494.7%          256.3%     60.3%          4.4%
Eurogerm                                     195.3%          193.5%     63.0%         57.1%
Frutarom Industries                          558.0%          129.3%     62.5%         22.9%
Kerry Group                                   96.5%           39.8%     10.0%          2.6%
McCormick & Company                           43.2%           39.1%      7.0%         10.4%
Naturex                                      134.4%          122.2%     53.6%         47.5%
Chr. Hansen Holding                          175.7%           77.9%     25.1%          3.3%
International Flavors & Fragrances            56.7%            7.0%     (2.5%)      (14.8%)
MGP Ingredients                             1,787.5%         457.0%     62.2%         17.3%
Givaudan                                      80.0%           31.3%     17.4%          1.6%
Sensient Technologies                         71.7%            4.4%    (14.3%)       (9.1%)
Symrise AG                                   117.5%           22.7%      9.6%          1.5%
Otsuka Holdings Co., Ltd.                     47.0%           38.0%      1.9%         13.3%
Commodity Driven Ingredients
Associated British Foods                      36.6%           (4.5%)    (4.3%)      (10.7%)
Archer-Daniels-Midland                        29.1%          (14.8%)     4.6%         10.7%
Ingredion                                     56.4%           37.6%     (6.0%)      (13.5%)
Tate & Lyle                                  (30.7%)          (0.3%)   (21.5%)      (15.4%)
Corbion N.V.                                  63.2%           38.1%     (3.0%)       (0.9%)
DowDuPont Inc.                                91.6%           29.0%      8.2%        (5.0%)
Bunge                                         (1.4%)         (20.9%)     1.5%          7.3%
Royal DSM NV                                  74.0%           69.0%     29.6%         13.2%
Peer Average                                  39.8%           15.1%      1.9%        (2.2%)
S&P Food and Beverage                         59.3%           17.0%      0.9%          2.8%
Source: FactSet as of 11 May 2018

                                                                                 18 | P a g e
PEER TRADING ANALYSIS
Peer Average vs S&P Food & Beverage

                              450.00

                              400.00

                              350.00

                              300.00
          (Indexed to 100)

                              250.00

                              200.00

                              150.00

                              100.00

                               50.00

                                0.00
                                   May-13                Mar-14             Jan-15           Nov-15             Sep-16            Jul-17             May-18
                                       Specialty Driven Peer Average¹          Commodity Driven Ingredients Peer Average²          S&P Food & Beverage

Source: FactSet as of 11 May 2018
Note 1: Specialty-driven Ingredients: AAK, Angel Yeast, Eurogerm, Frutarom Industries, Kerry Group, McCormick & Company, Naturex, Chr.
Hansen Holding, International Flavors & Fragrances, MGP Ingredients, Givaudan, Sensient Technologies, Symrise and Otsuka.
Note 2: Commodity-driven Ingredients: Associated British Foods, Archer Daniels Midland, Ingredion, Tate & Lyle, Corbion, DowDuPont,
Bunge and DSM Royal.

Historical EV/NTM EBITDA Analysis

                             18.0x

                             16.0x

                             14.0x
 (EV/NTM EBITDA)

                             12.0x

                             10.0x

                              8.0x

                              6.0x
                                 May-13                Mar-14              Jan-15            Nov-15              Sep-16              Jul-17              May-18

                                                 Average -Specialty Driven Ingredients¹                 Average -Commodity Driven Ingredients ²

Source: FactSet as of 11 May 2018
Note 1: Specialty-driven Ingredients: AAK, Angel Yeast, Eurogerm, Frutarom Industries, Kerry Group, McCormick & Company, Naturex, Chr.
Hansen Holding, International Flavors & Fragrances, MGP Ingredients, Givaudan, Sensient Technologies, Symrise and Otsuka.
Note 2: Commodity-driven Ingredients: Associated British Foods, Archer Daniels Midland, Ingredion, Tate & Lyle, Corbion, DowDuPont,
Bunge and DSM Royal.

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PEER TRADING ANALYSIS
Historical EV/LTM EBITDA Analysis
                                  23.0x

                                  20.0x
  (EV/LTM EBITDA)

                                  17.0x

                                  14.0x

                                  11.0x

                                   8.0x

                                   5.0x
                                      May-13             Mar-14             Jan-15       Nov-15           Sep-16           Jul-17          May-18

                                               Average - Specialty Driven Ingredients¹             Average Commodity Driven Ingredients²

Source: FactSet as of 11 May 2018
Note 1: Specialty-driven Ingredients: AAK, Angel Yeast, Eurogerm, Frutarom Industries, Kerry Group, McCormick & Company, Naturex, Chr.
Hansen Holding, International Flavors & Fragrances, MGP Ingredients, Givaudan, Sensient Technologies, Symrise and Otsuka.
Note 2: Commodity-driven Ingredients: Associated British Foods, Archer Daniels Midland, Ingredion, Tate & Lyle, Corbion, DowDuPont, Bunge
and DSM Royal.

Total EV/NTM EBITDA vs EV/LTM EBITDA Comparison
                                   19.0x

                                   17.0x
          (EV/ (NTM/LTM)EBITDA)

                                   15.0x

                                   13.0x

                                   11.0x

                                     9.0x

                                     7.0x

                                     5.0x
                                        May-13             Mar-14            Jan-15       Nov-15          Sep-16           Jul-17          May-18
                                                     Total EV/NTM EBITDA Average                       Total EV/LTM EBITDA Average
Source: FactSet as of 11 May 2018

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PEER TRADING ANALYSIS
Historical Operating Trends

25.0%

20.0%

15.0%

10.0%

 5.0%

 0.0%
                   2016                     2017                   2018E                    2019E                    2020E
(5.0%)
                             Specialty Revenue Growth¹                            Commodity Revenue Growth²

                             Specialty EBITDA Margin                              Commodity EBITDA Margin

Source: FactSet as of 11 May 2018
Note 1: Specialty-driven Ingredients: AAK, Angel Yeast, Eurogerm, Frutarom Industries, Kerry Group, McCormick & Company, Naturex, Chr.
Hansen Holding, International Flavors & Fragrances, MGP Ingredients, Givaudan, Sensient Technologies, Symrise and Otsuka.
Note 2: Commodity-driven Ingredients: Associated British Foods, Archer Daniels Midland, Ingredion, Tate & Lyle, Corbion, DowDuPont,
Bunge and DSM Royal.

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6. GLOBAL M&A PARTNERS – FOOD & BEVERAGE TEAM
  EUROPE

        Michael Petit              Heike Jandl                 Benoit Roose                Philipp Elsen
          FRANCE                    AUSTRIA                     BELGIUM                     GERMANY
      Managing Director         Managing Director                   Partner               Project Manager
    Tel.: +33 6 30 80 71 66   Tel.: +43 1 99 00 220-0       Tel.: +32 2 627 51 21      Tel.: +49 211168 0228
            Email ID:                 Email ID:                    Email ID:                  Email ID:
    mpetit@globalma.com       hjandl@globalma.com          broose@globalma.com         pelsen@globalma.com

         Pal Farkas               Ivars Pinkulis             Ronald van Rijn             Frederic de Boer
         HUNGARY                     LATVIA                  NETHERLANDS                  SWITZERLAND
              Partner                    Partner                    Partner                     Partner
      Tel.: +36 1 275 1116       Tel.: +371 67212324      Tel.: +31 (0) 6 533 409 75    Tel.: +41 44 755 59 99
             Email ID:                  Email ID:                  Email ID:                   Email ID:
    pfarkas@globalma.com      ipinkulis@globalma.com      rvanrijn@globalma.com        fdeboer@globalma.com

   AMERICAS

         Daniel Gomez                 Paulo Cury                     Alex Cerri                 Luis Ortiz
        UNITED STATES                  BRAZIL                         BRAZIL                     MEXICO
              Director                    Partner                Associate Director                Partner
      Tel.: +1 312.658.4789       Tel.:+55 11 3165 5801        Tel.:+55 11 3165 5801       Tel.: +52 555520 3144
             Email ID:                   Email ID:                    Email ID:                   Email ID:
     dgomez@globalma.com          pcury@globalma.com           acerri@globalma.com         lortiz@globalma.com

   ASIA AND OCEANIA

         Paul Hawkins                Bingyu Chen                  Deepak Ladha                 Mihir Shah
          AUSTRALIA                     CHINA                        INDIA                       INDIA
        Managing Director                  Partner               Managing Director                Director
       Tel.: +6128379 0505        Tel.: +86-106520 2002         Tel.:+91 98203 48614      Tel.: +91 98193 33693
              Email ID:                   Email ID:                    Email ID:                 Email ID:
     phawkins@globalma.com       cbingyu@globalma.com          dladha@globalma.com        mshah@globalma.com

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ABOUT Global M&A Partners

Established in 1999, Global M&A Partners is comprised of independent investment banking firms
structured to provide international scope and local market expertise for clients. With more than
200 M&A professionals, Global M&A Partners has deep industry experience in multiple sectors
including Food & Beverage, Consumer Products, Business Services, Energy & Mining, Healthcare &
Pharmaceuticals, Industrials, Packaging, Leisure & Retail and Information Technology. The
partnership operates in over 50 countries across 5 continents and has completed over 1,500
transactions with a combined value in excess of €42 billion over the last 5 years. M&A transactions
typically range between €20-€500 million.

Selected Transactions in Food & Beverage Ingredients

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