Marel reached an agreement to acquire Wenger Manufacturing LLC, a global leader in processing solutions focused on pet food, plant-based proteins, and aquafeed. The acquisition of Wenger is a platform investment into new, complementary and attractive growth markets for Marel and will form the fourth business segment alongside poultry, meat and fish. The acquisition is subject to customary closing conditions such as anti-trust and approval of Wenger’s shareholders.
New business segment to become a fourth pillar of the business model
A new business segment, based on the Wenger platform, will constitute Marel’s fourth pillar alongside poultry, meat and fish, and will be focused on the sizeable and attractive growth markets of pet food, plant-based proteins and aquafeed. On a proforma basis, this new business segment will account for around 10% of Marel’s total revenues and 12% of combined EBITDA.
This new growth platform is an important addition to Marel’s product portfolio to meet customers’ rising demand for high-quality food and feed that is processed in a sustainable and affordable way.
The two companies have a great strategic and cultural fit with highly complementary product portfolios and geographic presence, creating a strong platform to enhance further growth. Wenger shares Marel’s passion for innovation and commitment to best-in-class products, backed by an experienced team and long-standing partnerships with customers. Wenger enjoys a diversified and loyal customer base ranging from blue-chip pet food processors to startup companies in plant-based proteins. This has resulted in healthy profitability, strong cash flow and solid return on invested capital. Capitalizing on Marel’s global reach and digital platform, the two companies are well positioned to explore future growth opportunities together.
Growth platform into new and attractive growth markets
The global petfood and aquafeed markets are estimated at over EUR 100 billion and EUR 50 billion respectively and grow at 5-6% annually. The addressable market for Marel and Wenger in solutions and services within pet food, plant-based proteins and aquafeed is estimated to be around EUR 2 billion with expected annual growth of 4-6%, in line with Marel’s long-term market growth expectations. Marel aims to grow faster than the market, based on its continuous innovation and global reach.
Throughout the years, Marel has gradually expanded its playing field and is now the only pure-play provider of full-line solutions, software, and services to the poultry, meat, and fish industries. In the vision solidified in 2016, the scope was widened from the three animal proteins to focus more generally on transforming food processing. In 2020, Marel announced an increased focus on adjacent markets and in 2021 it formally established a business development division focused on pet food and plant-based proteins. Adding Wenger’s strong capabilities in that area, Marel is accelerating its journey and is well positioned to capitalize on providing transformational solutions to the large and attractive growth markets of pet food, plant-based proteins, and aquafeed.
Marel sees great opportunities and is committed to investing in the combined business to accelerate growth. The acquisition is expected to be margin and earnings-enhancing. Planned initiatives include expanding manufacturing capacity to respond to high demand in Wenger’s core markets. Aftermarket revenues represent over 40% of Wenger’s revenues, and Marel’s global reach and digital platform will support a more proactive aftermarket approach to better service customers around the world.
Transaction highlights and timeline
Marel has agreed to acquire Wenger Manufacturing LLC., including all relevant business activities of the group. The total investment for the acquisition is USD 540 million. Thereof, USD 530 million is the purchase price on a cash and debt-free basis (enterprise value). The remaining USD 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.
The closing of the acquisition is subject to customary closing conditions, including anti-trust and shareholder approval of Wenger, which is expected to take place during Q2 2022.
Arni Oddur Thordarson, CEO of Marel, commented, “we are thrilled to join forces with the great team in Wenger with whom we have a strong strategic and cultural fit. Wenger’s passion for innovation and commitment to high-quality solutions, in addition to their excellent customer focus and talent management, are the key attributes Marel is proud to partner with. Wenger is a true leader in its field of providing solutions and services to the pet food industry and aquafeed industries and has in recent years 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. We see immediate opportunities for growth and value creation by leveraging Marel’s global reach and digital platforms in Wenger’s sizable addressable markets. The two companies have complementary technologies and a product portfolio that will accelerate the journey to become full-line providers in the respective fields.”
Trevor Angell, chairman of the Board of Directors of Wenger, said that “Wenger has a long history as an innovative, responsive partner to our customers. The relationships we have built, and the incredible character of our people are central to this. Our long-standing customers worldwide are looking for a trusted partner and local support to keep their operations running at optimal performance. Marel has invested significantly in its global reach and digital platform, which will improve Wenger’s ability to be the partner of choice for our clients throughout the long life-cycle of our equipment. Further, our dedicated team will be joining a large, healthy, international organization where they can grow and see increased opportunities.
