BLOMMER CHOCOLATE acquired by FUJI OIL HOLDINGS

Fuji Oil Holdings agreed on November 19, 2018 to acquire all outstanding shares of Blommer Chocolate Company, the Chicago-based industrial chocolate manufacturer, through a reverse triangular merger under Delaware law using Aztec Sub Inc., a merger vehicle incorporated on November 13, 2018 and wholly owned by Fuji Oil. The transaction value is , subject to price adjustments defined in the definitive agreement at closing, with advisory and other expenses of JPY 1,200 million. Blommer, founded in 1939 and family owned for three generations, ranks as the third largest industrial chocolate producer and fifth largest cocoa bean processor worldwide, operating five production sites—three in the U.S., one in Canada, one in China—with 950 employees. Its product range spans chocolate, compound chocolate, cocoa mass, cocoa powder and cocoa butter, sold to confectionery, baking and dairy customers from small and mid-sized firms to large multinationals. For the fiscal year ended May 2018, Blommer reported sales of $907M and adjusted EBITDA of $56M. Fuji Oil will fund the initial payment with cash on hand and bridge loans, then refinance through loans from financial institutions, bond issuance and hybrid financing, with financial soundness as the stated policy. The acquisition adds North American industrial chocolate and cocoa bean processing capacity to a group that already includes Harald in Brazil (2015), GCB Specialty Chocolates in Malaysia (2016) and Industrial Food Services in Australia (2018), bringing the combined footprint to sixteen chocolate factories in ten countries. Fuji Oil intends to keep Blommer's current management team and structure, appoint a full-time Fuji Oil director to the board and form a PMI team, while applying its oils and fats technology to compound chocolate, combining raw material procurement and cross-selling its confectionery portfolio to Blommer's customer base. Closing is scheduled for January 2019.