TA Associates buys Ambienta's Nactarome

TA will become the majority shareholder, while the management team will retain a minority equity stake. Nactarome's current investor, Ambienta, is expected to retain a minority equity stake as well. The transaction is expected to close in the first quarter of 2022.

While financial terms of the transactions were not disclosed, the offer values the company at around 20x EBITDA, or around EUR 500m, according to a source close to the situation. Nactarome has EBITDA of approximately EUR 25m and revenues of EUR 137m.

TA beat contender Apax, which came second in the auction for the Ambienta-backed company, four sources familiar with the situation told Mergermarket on 23 November. TA's proposal was chosen due to a "compelling" plan to grow Nactarome internationally, one of the sources said. The sponsor will finance the buyout via its debt fund, another source said.

Mergermarket first reported that Ambienta had appointed Lazard to guide it in the exit of the company at the end of September. The auction was initially timed for early 2022, but the strong investor appetite for the asset pushed the vendor to bring forward its kickoff.

TA said it would look to pursue ongoing organic growth, driven by a focus on R&D and high-quality service, as well as international expansion and continued strategic M&A.

Announced food and beverage (F&B) buyouts in Europe in 2021 have reached EUR 13bn in aggregate value across 58 deals, a five-year value high for the sector, according to Unquote Data.

Unquote explored the trends driving activity and pricing in the sector with Clearwater International as part of theQ2 2021 Clearwater Multiples Heatmap.

Premium multiples are attracted by niche B2B players, notably those that produce speciality ingredients, Clearwater managing partner Philippe Guézenec told Unquote. PE-owned F&B targets also tend to command heftier valuations, as they have generally been well optimised by their current PE owners and are thus considered particularly low-risk by both trade and PE suitors.

Beyond Nactarome, the secondary buyout of Solina Group also illustrates these two trends. Astorg entered exclusive negotiations to acquire the France-based manufacturer of ingredients and seasoning blends for the food industry from Ardian in a deal reportedly valued at EUR 1.7bn. Solina generated EBITDA of EUR 88m in 2020, according to Moody's. 

Previous funding
Ambienta bought Aromata in November 2018 and subsequently expanded its portfolio company's market position with the acquisition of breadcrumbs and food ingredients maker Industrie Prodotti Alimentari Manenti (IPAM) in July 2019.

Ambienta's Aromata then bolted on France-based Nactis Flavours, a producer of aromatic raw materials, ingredients and flavours for the food and beverage industry. Unquote reported at the time that Nactis had an enterprise value of around EUR 50m. The combined group, which was then rebranded as Nactarome, reached an EV of EUR 110m, generating EBITDA of around EUR 15m and revenues of more than EUR 100m.

Nactarome was 80% owned by Ambienta, while the remainder was to be controlled by Aromata and Nactis minority shareholders and managers.

Company
With roots going back to 1998, Nactarome is a group of companies specialising in the development and manufacture of natural flavours, colours, functional ingredients and clean labels for the food and beverage industry. It serves 4,500 clients through 11 specialised production facilities across Europe.

People
TA Associates – Patrick Sader (managing director).
Ambienta – Mauro Roversi (partner and CIO).

Advisers
Equity – Nomura (M&A); LABS Corporate Finance (M&A); Latham & Watkins (legal); AlixPartners (debt advisory); EY (financial due diligence); Golder (ESG due diligence).
Vendors – Pedersoli (legal); Lazard (M&A); EY (financial due diligence); Facchini Rossi Michelutti (tax); Ramboll (ESG due diligence).

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• Topics
• Buyouts
• Exits
• Southern Europe
• Industrials
• TA Associates
• Ambienta
• Secondary buyout
• Italy