Frutarom Industries Ltd.’s $33 Million Acquisition of SDFLC Brasil Indústria e Comércio Ltda.

Miguel Neto and Azevedo Sette advised on the deal

Frutarom Industries Ltd., one of the world’s 10 largest companies in the field of flavors and natural specialty fine ingredients, finalized the acquisition of 80% of the shares of SDFLC Brasil Indústria E Comércio Ltda. (“SDFLC”), a leading Brazilian producer of taste solutions for ice creams and desserts, in exchange for BRL 110 million (approx. US$ 33 million), less adjustments for debt and working capital, plus future consideration based on SDFLC’s future business performance.

The purchase agreement includes an option for the purchase of the balance of shares beginning about two and a half years after the date of completion of the transaction at a price based on SDFLC’s business performance during this period. The transaction was completed upon signing and financed through bank debt.

SDFLC had sales over the 12 month period ending May 2017 of approximately BRL 72 million (approx. US$ 22 million) after achieving average annual growth of 17% over the past five years.

SDFLC was founded in 2001 in the city of Sete Lagoas in the Brazilian state of Minas Gerais and has a leading position in the market for taste solutions for ice creams and desserts in Brazil based on longstanding Italian tradition and technological specialization. The company provides its customers support in product R&D built on a full and high quality portfolio of solutions for ice creams and desserts based on natural ingredients and includes: diverse taste solutions, texture solutions, coatings and glazing, as well as a unique diversity of innovative functional solutions (low sugar, low fat, low calorie and non-allergenic).

SDFLC employs about 90 workers and serves around 2,250 customers in Brazil in the field of ice cream and desserts, including independent artisan ice cream makers, multinationals, food processing companies and leading dining chains, and this is by means of a sales and marketing network with wide-ranging professional knowledge and broad nationwide deployment. SDFLC has advanced and innovative R&D capabilities and proven abilities in developing innovative taste solutions for ice creams adapted to consumer demand and Brazilian tastes.

Miguel Neto advised Frutarom Industries Ltd. with Bruno Hachebe Schiavoni Guarnieri (Picture), José Antônio Miguel Neto, Ronaldo Machado Assumpção Filho and Vinícius Tambasco.

Azevedo Sette advised SDFLC Brasil Indústria e Comércio Ltda. with Socio Joyl Gondim de Alencar Filho, Rafael Bassoli and Alessandra Martins de Souza.

 

Involved fees earner: Joyl Gondim de Alencar Filho – Azevedo Sette Advogados; Rafael Bassoli – Azevedo Sette Advogados; Alessandra Martins de Souza – Azevedo Sette Advogados; Bruno Hachebe Schiavoni Guarnieri – Miguel Neto Advogados; José Antônio Miguel Neto – Miguel Neto Advogados; Ronaldo Machado Assumpção Filho – Miguel Neto Advogados;

Law Firms: Azevedo Sette Advogados; Miguel Neto Advogados;

Clients: Frutarom Industries Ltd; SDFLC Brasil Indústria e Comércio Ltda.;