The Dow Chemical Company (NYSE: DOW) announced today that it has signed a definitive agreement under which AgroFresh, its post-harvest specialty chemical business, will be acquired by Boulevard Acquisition Corp. (NASDAQ: BLVD, BLVDU, BLVDW), a public investment vehicle, formed by Avenue Capital Group, for $860 million, or 9.2x EBITDA multiple based on 2014 earnings.
The transaction has been unanimously approved by the boards of directors of both companies, and is expected to close in the third quarter of 2015, subject to approval by Boulevard’s shareholders and other closing conditions, including regulatory filings and local employment law and governance obligations in Europe. An affiliate of Avenue has provided incremental capital commitments and Boulevard expects to take certain steps to help ensure both the successful closing and the future growth of AgroFresh.
“In line with recently announced portfolio moves, this transaction demonstrates Dow’s focus on selectively shifting our portfolio away from businesses that are no longer a strategic fit, allowing Dow to release cash and focus on advancing our strategic growth agenda and remunerating shareholders,” said Howard Ungerleider, Dow’s chief financial officer. “AgroFresh is focused on the post-harvest market segment, which is not aligned to the rest of the Dow AgroSciences’ portfolio. The retention of a minority interest in AgroFresh, however, allows Dow to participate in the growth prospects of the business while unlocking a majority share of value for our shareholders.”
Upon closing, AgroFresh will become a subsidiary of Boulevard, a stand-alone public company in which Dow will retain a non-consolidated minority ownership position. It will be positioned to grow both through its existing innovative processes and through future investments and acquisitions. Thomas Macphee, vice president and corporate director for Dow, who had formerly been responsible for AgroFresh in the Company’s early development, has been named Chief Executive Officer of AgroFresh, pending official closure of the transaction.
AgroFresh is a global industry leader in advanced proprietary technologies for the horticultural and agronomic markets. It offers an innovative portfolio of products and services that enhance the freshness, quality and value of fresh produce. Its flagship product is the SmartFresh℠ Quality System, a freshness protection technology proven to maintain firmness, texture and appearance of fruits during storage and transport. SmartFresh is currently commercialized in 45 countries worldwide.
Dow had previously announced its intent to divest AgroFresh on Oct. 2, 2014. The signing of this transaction represents yet another milestone against the Company’s stated target of $7 billion to $8.5 billion in proceeds from divestitures by mid-2016. Since 2013, the Company has signed or completed transactions that are expected to exceed $12 billion in pre-tax proceeds.
Dow is committed to working with Boulevard to ensure a seamless transition of this business for all stakeholders.
Dow (NYSE: DOW) combines the power of science and technology to passionately innovate what is essential to human progress. The Company is driving innovations that extract value from the intersection of chemical, physical and biological sciences to help address many of the world’s most challenging problems such as the need for clean water, clean energy generation and conservation, and increasing agricultural productivity. Dow’s integrated, market-driven, industry-leading portfolio of specialty chemical, advanced materials, agrosciences and plastics businesses delivers a broad range of technology-based products and solutions to customers in approximately 180 countries and in high-growth sectors such as packaging, electronics, water, coatings and agriculture. In 2014, Dow had annual sales of more than $58 billion and employed approximately 53,000 people worldwide. The Company’s more than 6,000 product families are manufactured at 201 sites in 35 countries across the globe. References to “Dow” or the “Company” mean The Dow Chemical Company and its consolidated subsidiaries unless otherwise expressly noted. More information about Dow can be found at www.dow.com.
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