Tom Branna, Editorial Director03.31.21
Royal DSM will acquire the flavor and fragrance (F&F) bio-based intermediates business of Amyris, Inc. for up to $500 million. The move extends DSM’s offerings in aroma ingredients with bio-based ingredients for the flavor and fragrance and cosmetics industries.
DSM will acquire the business currently consisting of seven intermediate products (four already generating meaningful sales and EBITDA, two just launched and one under development) which will be added to DSM’s existing personal care and aroma ingredients activities.
DSM will acquire the business for an upfront consideration of US$150 million, which represents an estimated 15x EV/EBITDA 2021 multiple. Amyris will share in the EBITDA growth from 2021-2024 of certain of the activities (mainly the products just launched/ under development), receiving additional earn-outs equal to 9x the realized EBITDA in 2024, which is estimated to result in a total earn-out amount of US$100-150 million. DSM and Amyris will continue their R&D partnerships.
In recent years, DSM acquired Amyris’ Farnesene business and technology for nutritional and F&F ingredients, as well as its Brotas (Brazil) biotechnology manufacturing facilities. DSM has been producing several F&F products for Amyris in this facility. Acquiring now the entire F&F business from Amyris is synergetic for DSM as it:
Amyris, Inc., a leading synthetic biotechnology company active in the clean health and beauty markets through its consumer brands and a top supplier ofsustainable and natural ingredients, today announced that it has signed and closed an agreement with DSM Nutritional Products Ltd., a subsidiary of Royal DSM for the exclusive rights to supply Amyris's product portfolio of flavor and fragrance (F&F) ingredients. Amyris will continue to develop, scale and manufacture future molecules with its existing partners and DSM.
The total transaction value is estimated at over $500 million from short and long-term contributions with approximately 1/3 as an upfront payment at closing, more than 1/3 from potential earn-out payments based on milestones over the three year period from 2022 through 2024, and the remainder attributable to a 15-year manufacturing agreement between Amyris and DSM and the expected value of developing and scaling a pipeline of new F&F molecules through collaboration agreements.
"DSM is a critical strategic partner for Amyris and understands the unique capabilities of our technology," said John Melo, president and chief executive officer of Amyris. "This is our largest strategic transaction to date and further validates the significant value our product portfolio delivers. Consumers are increasingly demanding clean and sustainable chemistry that delivers the highest purity and performance for the products they purchase. Both of our companies are deeply committed to accelerating adoption of clean chemistry across the largest and fastest-growing product categories in the world. This transaction and our first quarter performance are expected to deliver almost half of our total expected sales revenue for the full year 2021."
DSM will acquire the business currently consisting of seven intermediate products (four already generating meaningful sales and EBITDA, two just launched and one under development) which will be added to DSM’s existing personal care and aroma ingredients activities.
DSM will acquire the business for an upfront consideration of US$150 million, which represents an estimated 15x EV/EBITDA 2021 multiple. Amyris will share in the EBITDA growth from 2021-2024 of certain of the activities (mainly the products just launched/ under development), receiving additional earn-outs equal to 9x the realized EBITDA in 2024, which is estimated to result in a total earn-out amount of US$100-150 million. DSM and Amyris will continue their R&D partnerships.
In recent years, DSM acquired Amyris’ Farnesene business and technology for nutritional and F&F ingredients, as well as its Brotas (Brazil) biotechnology manufacturing facilities. DSM has been producing several F&F products for Amyris in this facility. Acquiring now the entire F&F business from Amyris is synergetic for DSM as it:
- Further strengthens DSM’s globally-leading biotechnology base with F&F intermediate products and increases the scale of DSM’s biotechnology activities in nutritional ingredients;
- Broadens DSM’s existing offerings in Aroma Ingredients with additional biotechnology-based products for DSM’s – already existing – F&F customer base;
- Strengthens DSM’s sustainability profile further, as bio-based F&F ingredients offer additional alternatives to chemistry-based products as well as botanically-sourced ingredients.
Amyris, Inc., a leading synthetic biotechnology company active in the clean health and beauty markets through its consumer brands and a top supplier ofsustainable and natural ingredients, today announced that it has signed and closed an agreement with DSM Nutritional Products Ltd., a subsidiary of Royal DSM for the exclusive rights to supply Amyris's product portfolio of flavor and fragrance (F&F) ingredients. Amyris will continue to develop, scale and manufacture future molecules with its existing partners and DSM.
The total transaction value is estimated at over $500 million from short and long-term contributions with approximately 1/3 as an upfront payment at closing, more than 1/3 from potential earn-out payments based on milestones over the three year period from 2022 through 2024, and the remainder attributable to a 15-year manufacturing agreement between Amyris and DSM and the expected value of developing and scaling a pipeline of new F&F molecules through collaboration agreements.
"DSM is a critical strategic partner for Amyris and understands the unique capabilities of our technology," said John Melo, president and chief executive officer of Amyris. "This is our largest strategic transaction to date and further validates the significant value our product portfolio delivers. Consumers are increasingly demanding clean and sustainable chemistry that delivers the highest purity and performance for the products they purchase. Both of our companies are deeply committed to accelerating adoption of clean chemistry across the largest and fastest-growing product categories in the world. This transaction and our first quarter performance are expected to deliver almost half of our total expected sales revenue for the full year 2021."
The completion of this F&F transaction combined with the previously consummated Farnesene transaction in December 2020 delivers close to $200 million in upfront cash payments with the expected earn-out payments positioned to support our planned growth over the next few years. BNP Paribas Securities Corp. acted as the exclusive financial advisor to Amyris on the transaction.
