Tel Aviv, Israel – (BUSINESS WIRE) – ICL (NYSE: ICL) (TASE: ICL), a global leader in specialty minerals and chemicals, announced today that it has entered into a definitive agreement to acquire Compass Minerals América do Sul SA, which includes South American plant nutrition owned by Compass Minerals – after a planned spin-off of the existing water treatment and chemicals business – for approximately R $ 2,207 million (~ US $ 402 million, based on a Brazilian real-US dollar exchange rate of R $ 5.4951 / US $ 1.00). This amount includes the assumption of a net debt of approximately R $ 600 million (~ US $ 109 million) and is subject to customary post-closing adjustments. In addition, the transaction includes an earnout of up to approx. R $ 88 million (~ US $ 16 million).
The South American Plant Nutrition Business is the leading specialty plant nutrition business in Brazil, offering a wide range of plant nutrition and stimulation, soil treatment, seed treatment and plant health solutions covering all major Brazilian crops. The product portfolio includes fertilizers with improved efficiency and fertilizers with controlled release, micronutrients for soil and leaves, secondary nutrients, biostimulants and adjuvants. The company is present in 25 of the 26 Brazilian states and directly and indirectly serves more than 32,000 farms, with direct sales accounting for around 50% of total sales.
“This transaction, along with our recent acquisition of Fertiláqua in Brazil and our existing specialty plant nutrition business, will position ICL as the leading specialty plant nutrition company in Brazil, one of the fastest growing agricultural markets in the world. This important next step is in line with our stated strategy of achieving leadership positions in high-growth specialty plant nutrition markets such as Brazil, and also accelerates our progress towards long-term global leadership for our Innovative Ag Solutions business, ”said Raviv Zoller, President and CEO of ICL .
“This will also significantly expand ICL’s product portfolio and profitability while creating yet another seasonal balance between the northern and southern hemispheres. In addition, through the combined strengths of ICL, Fertiláqua and Compass Minerals’ market-leading South American plant nutrition business, this acquisition is expected to create significant commercial and operational synergy opportunities and also enable us to deliver the critical mass we are targeting in Brazil. We look forward to welcoming the South American plant nutrition team and adding them to our existing team in Brazil, ”concluded Zoller.
Upon completion of the acquisition, ICL expects to offer the broadest and most advanced portfolio of plant nutrition products spanning the entire agricultural value chain. The expanded customer base will range from B2B vendors such as plant nutrition manufacturers and bulk mixers to B2C partners such as retailers, cooperatives and large farms. The combined companies will leverage a well-established asset base with a total of eight manufacturing facilities and a sizeable sales force that will provide full commercial coverage for all agricultural regions in Brazil.
“While the South American plant nutrition business is not part of our forward-looking strategy, we continue to believe that the future is bright for these productive assets,” said Kevin S. Crutchfield, President and CEO of Compass Minerals. “We are therefore delighted that this company and, above all, the strong team of professionals who run it, have found such a strategic home in ICL.”
The acquisition is expected to close in the third quarter of 2021, subject to the completion of the spin-off of Compass Mineral’s South American water treatment and chemicals business and customary closing conditions, including regulatory approvals.
About Compass Minerals América do Sul SA
Founded in 1965 as Produquímica, the leading provider of specialty plant nutrition in Brazil offers a wide range of plant nutrition and stimulation, seed treatment and plant health solutions in all major Brazilian crops, including soybeans, corn, coffee and sugar cane, cotton, fruits and vegetables . The company’s product portfolio includes fertilizers with improved efficiency and controlled release fertilizers, soil and leaf micronutrients, secondary nutrients (calcium, magnesium and sulfur), bio-stimulants and adjuvants, as well as animal nutrition and plant nutrition ingredients for B2B customers.
The company is present in 25 out of 26 Brazilian states and serves more than 2,000 establishments directly and more than 30,000 establishments indirectly by also serving more than 250 ag-input retailers and co-operatives. The company, headquartered in São Paulo, employs more than 1,000 people and operates six production facilities and a research and development center.
Net sales for the full year 2020 amounted to approximately R $ 1,442 million (~ US $ 284 million) with an EBITDA of approximately R $ 235 million (~ US $ 46 million) excluding the water treatment and chemicals business (1st ). These results show strong sales growth and reflect an average annual growth rate of approximately 10% as the company was acquired by Compass Mineral in 2015 and 2016.
About ICL
ICL Group Ltd. is a global leader in specialty minerals and chemicals developing effective solutions to human sustainability challenges in global food, agricultural and industrial markets. ICL leverages its unique bromine, potash and phosphate resources, passionate team of talented people and strong focus on research and development and technological innovation to drive growth in its end markets. ICL shares are listed twice on the New York Stock Exchange and the Tel Aviv Stock Exchange (NYSE and TASE: ICL). The company employs over 11,000 people worldwide and had sales of around $ 5.0 billion in 2020.
About compass minerals
Compass Minerals (NYSE: CMP) is a leading essential minerals provider focused on delivering safely where and when it is important to solve nature’s challenges for customers and communities. Its salt products help keep roads safe in winter weather and are used in numerous other consumer, industrial and agricultural applications. The plant nutrition business manufactures an innovative and diverse product portfolio that improves the quality and yield of plants while supporting sustainable agriculture. In addition, the specialty chemicals business serves the water treatment industry and other industrial processes. The company operates 21 manufacturing and packaging operations with more than 3,000 employees in the US, Canada, Brazil and the UK. More information about the company and its products can be found at kompassminerals.com.
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(1) The amounts reflect the average Brazilian real to US dollar exchange rate for 2020.
Forward-Looking Statements
This announcement contains statements that constitute forward-looking statements, many of which can be identified by the use of forward-looking words such as “anticipate,” “believe,” “may,” “expect,” “should”, “plan”. “Intention”, “Estimate” and “Potential” among others.
Forward-looking statements appear in several places throughout this press release and include, but are not limited to, statements regarding the company’s intent, belief, or current expectations. Forward-looking statements are based on management’s beliefs and assumptions as well as information currently available to management. Such statements are subject to risks and uncertainties and actual results could differ materially from those expressed or implied in the forward-looking statements due to various factors including, but not limited to: the company’s ability to meet the closing conditions for the transaction on a timely basis Base or at all; the expected impact of the transaction on the plant nutrition business; ICL’s strategic focus in Brazil; and estimated accretion, revenue, synergy capture and other related metrics; and ICL’s expectations and assumptions regarding the time it will take to meet the conditions for completion of the Transaction, including any related regulatory approvals and the recognition of synergies. While ICL believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should be placed on the forward-looking statements, as ICL can make no assurances that they will prove to be correct.
The anticipated schedule for closing the Transaction may change for a number of reasons, including the inability to obtain required regulatory approvals in the time allotted or the need for additional time to meet the conditions for the Transaction. Other factors that could cause actual results to differ materially from those contained in the forward-looking statements include estimates, projections and statements about management’s expectations with respect to, among other things, business and financial prospects, as well as financial multipliers and accretion estimates, future trends, plans, strategies, positioning, goals and expectations, non-fulfillment of the planned transaction and the ability to successfully integrate the new business into the existing business in an effective manner, general economic, market and business conditions, weather conditions, harvest prices, supply and demand as well as price levels for our major products and products related to the plant nutrition business, governmental and regulatory requirements and actions by government agencies, including changes in government policy, changes in environmental, tax and other er laws or regulations and their interpretation. For this reason, readers should not place undue reliance on the forward-looking statements contained in this press release as of the date of the transaction or on other more specific risks and uncertainties that ICL faces, such as those set out in the “Risk Factors” section of the March 2nd 2021 Annual Report on Form 20-F, as such risk factors may be updated from time to time in the current reports on Form 6-K and other filings with the ICL Commission.
Forward-looking statements speak only as of the date on which they are made and the company undertakes no obligation to update them in light of new information or future developments, or to publish changes to these statements to reflect later events or circumstances or the occurrence of unexpected events to reflect.
