UPL Limited ("UPL") announces today that its wholly owned subsidiary UPL Corporation Limited ("UPL Corp") has signed a definitive agreement with Platform Specialty Products Corporation (NYSE:PAH) to acquire Arysta LifeScience Inc. and its subsidiaries (collectively "Arysta"), a global provider of innovative crop protection solutions, including BioSolutions and Seed Treatment, for approximately US$4.2 billion in cash consideration, subject to customary closing conditions and regulatory approvals. A wholly-owned subsidiary of the Abu Dhabi Investment Authority ("ADIA") and TPG have partnered with UPL Corp to support the proposed acquisition.
This acquisition will create a "New UPL" and fulfills UPL's objective of creating an integrated patent and post-patent agricultural solutions business with a global footprint. "New UPL" will represent a compelling value proposition for growers, distributors, suppliers and innovation partners in a consolidating market.
Following the acquisition, UPL will be one of the world's largest global crop protection companies, with an innovative and differentiated product portfolio. The company will be able to offer a complete basket of solutions for various arable as well as specialty crops comprising of crop protection chemicals, BioSolutions and seeds covering the entire crop value chain from planting to post harvest. The acquisition will give UPL access to a variety of patented products through collaborations and partnerships as well as enhanced in-house R&D capabilities. UPL will have an integrated supply chain with a backward integrated manufacturing base in major markets and deep distribution capabilities across the globe to address needs of growers.
Jai Shroff, Group Chief Executive Officer and Executive Director of UPL, said, "The acquisition of Arysta is a transformational transaction for UPL. Arysta has a differentiated position in the crop protection market given its focus primarily on specialty applications and tailored local solutions. This is in line with our long-term vision of becoming a premier global provider of agricultural solutions designed to secure the world's long-term food supply. This transaction is a "perfect match" with powerful synergies across geographies, crops and products, strengthened through best-in-class manufacturing and differentiated R&D capabilities. We are bringing together two winning teams with strong values and successful track records to create a strong platform for our mission of Farmer First and sustainable growth. New UPL will focus on making agriculture more sustainable and farmers more resilient to impact of climate change and is committed to speeding progress towards the UN's 2030 sustainable development goals."
Rakesh Sachdev, CEO of Platform, said, "The combination of Arysta and UPL, two remarkably complementary companies, will create a new paradigm in the crop protection market with an efficient supply chain and formulation innovation capabilities. This new company is positioned to provide deep and wide local customer solutions and selling presences for broad acre and niche crops and markets, and a leading bio-solutions business. With its scale and capabilities, we believe the combined companies will represent a compelling value proposition for growers, distributors, suppliers and innovation partners in a consolidating market."
Martin E. Franklin, Chairman of Platform, said, "We decided to separate our businesses last year in order to position both the Performance Solutions and Agricultural Solutions businesses for future growth and additional compelling value creation opportunities. This transaction with UPL creates an agricultural chemicals powerhouse with highly complementary capabilities. The future is bright for these businesses, and we are excited to see what the two combined companies can accomplish."
UPL Corp will acquire 100% stake in Arysta LifeScience Inc. for an all-cash consideration of approximately US$4.2 billion, subject to customary working capital and other adjustments. Based on acquired EBITDA of US$424 million for the twelve months ended March 2018, the EV / EBITDA purchase multiple is 9.9x (ex-synergies).
To finance the investment, UPL Corp intends to use a combination of newly issued equity and debt.
- Transaction is backed by a US$1.2 billion equity investment from ADIA and TPG. ADIA and TPG will each invest US$600mm for a combined stake of c.22% in UPL Corp
- UPL Corp has received debt financing commitments of US$3 billion for the balance of the consideration, with bullet maturity of 5 years, from MUFG Bank, Ltd. and Cooperatieve Rabobank U.A. (Hong Kong Branch)
- UPL targets to retain an investment grade credit rating following the transaction
- UPL has a proven track record of acquisitions and disciplined deleveraging and expects the combined business to deliver strong cash flows
UPL expects annual run-rate synergies of over US$200 million, along with significant opportunity to drive revenue growth from the combination from the broader portfolio, geographic presence and shared innovation capabilities.
UPL expects the acquisition to be EPS accretive by - INR 10 to 12 per share in FY 2020.
Shares of UPL Limited was last trading in BSE at Rs.550.25 as compared to the previous close of Rs. 552.9. The total number of shares traded during the day was 62121 in over 1366 trades.
The stock hit an intraday high of Rs. 554.2 and intraday low of 542.35. The net turnover during the day was Rs. 33990251.