Compass Minerals, Overland Park, Kan., said on March 24 it has entered into a definitive agreement to divest its South America Plant Nutrition business (Compass Minerals América do Sul SA) to ICL Brasil Ltda., a subsidiary of ICL Group (ICL), Tel Aviv.
The transaction agreement provides for total potential gross cash proceeds of approximately $418 million based on current exchange rates. The deal is expected to be completed in third-quarter 2021, subject to customary closing conditions and required antitrust approval in Brazil.
“Over the past year, our board and senior management team have been conducting a detailed analysis of our company’s current asset portfolio, product mix, and core competencies with the aim of maximizing sustainable value creation for our shareholders, customers, and communities,” said Kevin S. Crutchfield, president and CEO. “Today’s announced transaction represents a significant step toward that goal as it will strengthen our balance sheet and enhance our ability to pursue strategic opportunities for growth as a leading essential minerals company.”
As recently announced (GM Feb. 19, p. 33), the company launched dual sales processes earlier this year for its plant nutrition and its water treatment/chemicals businesses in Brazil. The company’s South America chemicals business is not included in this transaction, and that sale process is ongoing.
“This transaction, together with our recent acquisition of Fertiláqua in Brazil (GM Jan. 8, p. 30) and our existing specialty plant nutrition business there, will position ICL as the leading specialty plant nutrition company in Brazil, one of the world’s fastest growing agriculture markets,” said Raviv Zoller, ICL President and CEO. “This important next step delivers on our stated strategy of achieving leadership positions in high-growth specialty plant nutrition markets, such as Brazil, and also accelerates our progress toward long-term global leadership for our Innovative Ag Solutions division.
“Also, this will significantly expand ICL’s product portfolio and profitability, while providing further seasonal balance between the Northern and Southern hemispheres,” added Zoller. “In addition, this acquisition is expected to generate significant commercial and operational synergy opportunities through the combined strengths of ICL, Fertiláqua, and the market leading South American Plant Nutrition business of Compass Minerals, and will also allow us to deliver the critical mass we have been seeking in Brazil. We look forward to welcoming the South American Plant Nutrition team and having them join our existing team in Brazil.”
ICL called the Compass assets the leading specialty plant nutrition business in Brazil, offering a broad range of solutions for plant nutrition and stimulation, soil treatment, seed treatment, and plant health, covering all key Brazilian crops. Its product portfolio includes enhanced efficiency fertilizers and controlled-release fertilizers, soil and foliar micronutrients, secondary nutrients, biostimulants, and adjuvants.
The business has an existing presence in 25 out of 26 Brazilian states. It serves more than 2,000 farms directly and more than 30,000 farms indirectly, with direct-to-farm sales accounting for approximately 50 percent of total sales. It also serves more than 250 ag-input retailers and co-operatives.
Founded in 1965 as Produquímica, the business is headquartered in São Paulo. It employs more than 1,000 people and operates six production sites and one research and development center.
ICL said the combined businesses will leverage a well-established asset base, with a total of eight production sites and a sizable salesforce providing full commercial coverage for all agricultural regions in Brazil.
Upon completion of the acquisition, ICL expects that it will be able to offer the broadest and most advanced portfolio of plant nutrition products covering the entire agricultural value chain. Its expanded customer base will span from B2B providers, such as plant nutrition manufacturers and bulk blenders, to B2C partners, such as ag-input retailers, co-operatives and large farms.
ICL apportioned the $418 million sales price as approximately R$2,207 million (US$402 million, based on a Brazilian real-to-U.S. dollar exchange rate of $5.4951/US$1.00). This amount includes the assumption of approximately R$600 million (US$109 million) of net debt and is subject to customary post-closing adjustments. In addition, the transaction includes an earnout of up to approximately R$88 million (US$16 million).
ICL said the unit’s full-year 2020 net revenue was approximately R$1,442 million (US$284 million), with EBITDA of approximately R$235 million (US$46 million), excluding the water treatment and chemicals businesses. It said these results demonstrate strong top-line growth and reflect a compounded annual growth rate of approximately 10 percent, since the business was acquired by Compass Mineral in 2015 and 2016 (GM Aug. 19, 2016). At the time that Compass acquired the entire business (fertilizer and chemicals), the price was put in the $426-$446 million range.
Compass said it intends to prioritize the use of proceeds to pay down debt in addition to other corporate purposes. Based upon the midpoint of its adjusted EBITDA guidance range for 2021, the company anticipates the pro forma 2021 year-end leverage ratio to be approximately 3.4 times net debt to adjusted EBITDA, which is significantly below the year-end 2020 leverage ratio of 4.3 times net debt to adjusted EBITDA.