Agrochemicals solutions provider UPL, through its wholly-owned subsidiary and international arm UPL Corp, has entered into an agreement with NYSE-listed Platform Specialty Products Corp to acquire Arysta LifeScience Inc and its subsidiaries for approximately $4.2 billion in cash consideration. UPL Corp intends to use a mix of newly issued equity and debt to finance the transaction.
The transaction is also backed by a wholly-owned subsidiary of the Abu Dhabi Investment Authority (ADIA) and global alternative asset management firm TPG, under which ADIA and TPG Capital Asia will invest a total of $1.2 billion —$600 million each— for approximately 22% combined shareholding in UPL Corp to facilitate the acquisition.
UPL Corp has received debt financing commitments for the balance of the $3 billion, with bullet maturity of five years, from MUFG Bank and Coöperatieve Rabobank (Hong Kong Branch). The company stated in a press release that the acquisition will create a ‘New UPL’ and the company will have 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,” the release stated. UPL stated that it expects annual run-rate synergies of over $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 ~`10 to 12 per share in FY 2020,” it said.
Following the acquisition, the combined sales is expected to be at $5 billion with an earnings before interest tax depreciation and amortisation (Ebitda) of a billion dollars. The company also expects a 20%-plus Ebitda margin pre-synergies.
UPL indicated that the EV/Ebitda purchase multiple stands at 9.9x (ex-synergies) based on the acquired Ebitda of $424 million for the 12 months ended March 2018. The company also targets to retain its investment grade credit rating following the transaction.
The acquisition is expected to be complete late calendar year 2018 or early next year. Jai Shroff, group chief executive officer and executive director of UPL, stated in a release that Arysta has a differentiated position in the crop protection market, given its focus primarily on specialty applications and tailored local solutions.
“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,” he said.Puneet Bhatia, co-managing partner of TPG Capital Asia, said the combined platform will generate compelling synergies, and with the addition of Arysta, UPL will reach more than 130 countries with more than 12,800 products and be well poised for further expansion in their sector.