Marel has successfully closed the $540 million acquisition of Wenger, a global leader in processing solutions for the high growth markets of pet food, plant-based proteins and aqua feed.
The agreement to acquire Wenger was announced in April and subject to customary closing conditions which have been fully satisfied as of June 9, such as anti-trust and approval from Wenger’s shareholders.
A platform investment forming the fourth business segment
As part of the acquisition, Wenger will form a new business segment and fourth pillar of the business model in addition to poultry, meat, and fish and part of segment reporting as of Q3 2022 financial results.
This new platform investment is an important market entry into new growth markets where Wenger’s industry-leading extrusion and dryer technologies forms the anchor point in a new segment in Marel’s business model.
The new segment will be run on a standalone basis, reporting to Arni Sigurdsson, chief strategy officer and EVP of strategic business units.
As of Q3 2022, this new platform will become part of Marel’s segment reporting alongside the poultry, meat and fish business segments.
Sizeable growth markets
Marel notes there are immediate opportunities for growth and value creation by leveraging its global reach and digital platforms in Wenger’s sizable markets.
The global pet food and aqua feed markets are estimated at over EUR $100 billion and EUR $50 billion respectively and growing at 5% to 6% annually.
The plant-based protein market is currently around EUR $7 billion and expected to grow 15% to 20% annually.
The addressable market for Marel and Wenger in solutions and services within pet food, plant-based proteins and aqua feed is estimated to be around EUR $2 billion with expected annual growth of 4% to 6%, in line with Marel’s long-term market growth expectations.
Aim to strengthen the value proposition with complementary offering
In recent years, Wenger made its mark on the fast-growing plant-based protein consumer market with best-in-class solutions positioned right at the center point of the value chain.
The two companies have complementary technologies and product portfolios that will strengthen the value proposition with line solutions for processors of plant-based protein.
Wenger’s industry-leading extrusion and dryer technologies are a strong anchor point in the value chain that defines the texture and quality of the end product.
Marel’s highly complementary product portfolio will then add technologies such as weighing, sorting, inspection, low-pressure forming and thermal treatment, all aimed at ensuring high-nutrition products that are processed in a safe and sustainable way.
Other acquisition terms
The acquisition is expected to be margin and earnings enhancing, pro-forma the Wenger business is around 10% of Marel’s total revenues and 12% of combined EBITDA.
With over 500 employees located in close vicinity to Marel in Kansas in the U.S., Valinhos in Brazil, and Kolding in Denmark, Wenger’s revenues in 2022 are expected to be US $90 million, EBITDA to be USD $32 to $35 million, and its EBIT margin has been between 14% to 15% in recent years.
Total investment for the acquisition is US $540 million and the transaction multiple corresponds to 14x EV/EBITDA adjusted for expected tax benefits of US $60 to $70 million.
Of the total investment, US $530 million was the purchase price on a cash and debt free basis, paid with US $526 million in cash and existing credit facilities, and 960,000 Marel shares.
The remaining US $10 million is a combination of a contribution to a not-for-profit private foundation, to continue the legacy of Wenger and its meaningful impact on the community, as well as Marel shares for Wenger employees.
Marel says the acquisition will be financed through its strong balance sheet and existing credit facilities.
