Investment Highlights
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Key milestone in Compass Minerals’ growth strategy
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Purchase consideration for remaining 65 percent of Produquímica is
expected to range from $460 million to $480 million* including the
assumption of debt
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Expected to add $0.12 to $0.15 to earnings per share in 2016, net of
incremental debt financing cost
OVERLAND PARK, Kan.--(BUSINESS WIRE)--Aug. 15, 2016--
Compass Minerals (NYSE: CMP) today announced an agreement to purchase
all outstanding interest in Produquímica Indústria e Comércio S.A.
(Produquímica), one of Brazil’s leading manufacturers and distributors
of specialty plant nutrients.
“The purchase of the remainder of Produquímica marks an important
milestone for Compass Minerals in the execution of our growth strategy.
This accretive acquisition gives us access to higher growth markets and
geographic diversification of our earnings, while lessening our
dependence on winter weather,” said Fran Malecha, Compass Minerals
president and CEO. “Produquímica’s strong history of growth and product
development in Brazil provides Compass Minerals an excellent platform
for expansion in one of the world’s most important agriculture markets.
We look forward to the opportunities that will come from Produquímica
joining Compass Minerals.”
Compass Minerals purchased 35 percent of Produquímica in December 2015.
The expected price for the remaining 65 percent of equity is
approximately $310 million to $330 million, is based on Produquímica’s
expected 2016 performance, and will be subject to customary,
post-closing adjustments. In addition, Compass Minerals will assume
approximately $150 million in U.S. dollar equivalent long-term debt,
most of which will be retired during the fourth quarter. The acquisition
includes approximately $150 million of net working capital.
Compass Minerals expects the transaction to add $0.12 to $0.15 to
full-year 2016 diluted earnings per share.
Based in São Paulo, Brazil, Produquímica generated approximately R$1.2
billion in net revenue and R$198 million in EBITDA* as of the 12 months
ending June 30, 2016. Produquímica operates two primary businesses –
agricultural productivity and chemical solutions. The agricultural
productivity division manufactures and distributes a broad offering of
specialty plant nutrition solution-based products. These include
micronutrients, controlled release fertilizers, and other specialty
supplements that are used in direct soil and foliar applications, as
well as through irrigation systems and for seed treatment. Many of these
products are developed through Produquímica’s robust research and
development capabilities. Produquímica also manufactures and markets
specialty chemicals, primarily for the water treatment industry and for
use in other industrial processes in Brazil.
“All of us at Produquímica are excited about the opportunities that our
customers and employees will have as part of Compass Minerals,” said
Gerhard Schultz, President of Produquímica. “We look forward to growing
with Compass Minerals in Brazil’s specialty plant nutrition market and
beyond.”
Produquímica At-A-Glance
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Headquartered in São Paulo, Brazil with nine manufacturing facilities
throughout Brazil
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Approximately 1,400 employees
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2015 net revenue = R$1.1 billion
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2015 EBITDA* = R$184 million
Compass Minerals expects to close the transaction in early October 2016
subject to regulatory approval and to fund the acquisition with new
debt. This transaction was enabled by an amendment to the prior
agreement between Compass Minerals and key shareholders of Produquímica.
Details of the amendment can be found in a Form 8-K that the company
filed today with the U.S. Securities and Exchange Commission.
*Based Brazilian Real-to-US$ exchange rate of R$3.18/US$1.00.
*Earnings before interest, taxes, depreciation and amortization,
adjusted for special items.
About Compass Minerals
Compass Minerals is a leading provider of essential minerals that solve
nature’s challenges, including salt for winter roadway safety and other
consumer, industrial and agricultural uses, and specialty plant
nutrition minerals that improve the quality and yield of crops. Named
one of Forbes’ 100 Most Trustworthy Companies in America in 2016 and
2015, Compass Minerals’ mission is to be the best essential minerals
company by delivering where and when it matters. The company produces
its minerals at locations throughout the U.S. and Canada and in the U.K.
For more information about Compass Minerals and its products, please
visit www.compassminerals.com.
This press release may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
including without limitation statements about the expected purchase
price of the remaining Produquímica equity, additions to earnings per
share, amount of debt assumed, the timing of the closing date and
retirement of debt, expansion in agriculture markets and growth in the
plant nutrition market. Compass Minerals International, Inc. (the
"company") uses words such as “may,” “would,” “could,” “should,”
“will,” “likely,” “expect,” “anticipate,” “believe,” “intend,” “plan,”
“forecast,” “outlook,” “project,” “estimate” and similar expressions
suggesting future outcomes or events to identify forward-looking
statements or forward-looking information. These statements are based on
the company’s current expectations and involve risks and uncertainties
that could cause the company’s actual results to differ materially. The
differences could be caused by a number of factors, including the risk
that regulatory approvals required for the purchase are not obtained,
the risk that financing required to fund the purchase price is not
obtained, foreign exchange rates, the risk that the proposed full
ownership acquisition of Produquímica could disrupt the plans and
operations of the company, Produquímica or both, and the risk that the
company may not realize the expected financial and other benefits from
the proposed acquisition. For further information on risks and
uncertainties that may affect the company’s business, see the “Risk
Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” sections of the company’s Annual
Report on Form 10-K for the year ended December 31, 2015 and its
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016 and
June 30, 2016 filed with the SEC. The company undertakes no obligation
to update any forward-looking statements made in this press release to
reflect future events or developments. Because it is not possible to
predict or identify all such factors, this list cannot be considered a
complete set of all potential risks or uncertainties.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160815006144/en/
Source: Compass Minerals
Compass Minerals
Investor Contact
Theresa L.
Womble, +1-913-344-9362
Director of Investor Relations
womblet@compassminerals.com
or
Media
Contact
Tara Hart, +1-913-344-9319
Manager of Corporate
Affairs
MediaRelations@compassminerals.com