LONGUEUIL, Quebec, July 15, 2019 /PRNewswire/ -- Knowlton
Development Corporation ("KDC/ONE"), a leading value-added partner
to beauty, health and personal care brands, today announced that it
has entered into a conditional agreement to acquire the
Manufacturing business and associated assets of Swallowfield
plc(AIM:SWL) ("Swallowfield" or the "Company"), a business engaged
in the development, formulation and production of quality products
for many of the world's leading personal care and beauty brands,
for total cash consideration of approximately £35 million
(approximately C$57 million), subject
to adjustment for the working capital of the Manufacturing business
at the date of completion.
With more than 140 years of experience delivering world-class
products, Swallowfield is an established leader in the personal
care and beauty space. Swallowfield's Manufacturing business
focuses on the development, formulation, and supply of products for
customers which include many of the world's leading brands. Having
built out key specialist product areas, Swallowfield's
differentiated manufacturing offering includes aerosols, hot pour
products, cosmetic pencils, fragrance and gifting. Headquartered in
Wellington, UK, the Manufacturing
business has approximately 560 employees and operates across three
main facilities in Europe (two in
the United Kingdom and one in
Czech Republic), as well as a
sourcing office in China and sales
offices in Paris and New York.
Established in 2002, KDC/ONE has grown organically and through
acquisitions to become the leading personal care, beauty and home,
industrial and auto care brand in North
America. In December 2018,
KDC/ONE accelerated its international growth strategy by partnering
with Cornell Capital, a private investment firm based in
New York and Hong Kong, alongside other investors including
Caisse de dépôt et placement du Québec (CDPQ), Investissement
Québec and HarbourVest Partners. The transaction with Swallowfield
represents the latest opportunity for KDC/ONE to expand its
manufacturing capabilities in Europe, add strategic technologies and
diversify its customer base, while continuing to bolster its
existing distribution channels.
"Following KDC/ONE's successful acquisition of Paris-based ALKOS Group earlier this month, we
are confident that Swallowfield's operations will further enhance
our strategic presence in the region and solidify our leadership in
beauty, health and personal care around the world," said
Nicholas Whitley, President and CEO
of KDC/ONE. "The Company's international capabilities make it a
natural complement to KDC/ONE, and its strong reputation for
quality, service and innovation matches KDC/ONE's own dedication to
high-touch innovation, operational excellence and speed to market.
Together with Cornell Capital, we look forward to working closely
with Swallowfield's team to capitalize on the significant
cross-selling opportunities, and further diversify KDC/ONE's
customer base and channels."
"We believe that by joining a larger, focused entity, our
Manufacturing business will move forward with a clearer vision for
the future while protecting the value of the business," said
Brendan Hynes, Chairman of
Swallowfield. "We're excited the team will have access to
world-class resources and a broader platform to continue to expand
product lines and accelerate growth."
"We are excited to join the KDC/ONE team, as we bring together
the unmatched product and technology portfolios and world-class
manufacturing capabilities of these two companies," said
Matthew Gazzard, Chief Financial
Officer of Swallowfield, who in connection with the closing will be
appointed President of KDC/ONE Swallowfield Ltd. ("KDC/ONE
Swallowfield"). "As part of a private company, Swallowfield will be
well positioned to continue investing in new technology and
bringing product ideas to life, while creating increased value for
all stakeholders."
Key Transaction Terms and Details
Following the transaction, Swallowfield plc will retain the
owned brands division under the ownership of the PLC and will now
be based in Teddington. It is expected that the group will change
its name to Brand Architekts Group plc.
The entire manufacturing business and associated assets will be
wholly owned by KDC/ONE and operate as KDC/ONE Swallowfield. At
closing, all employees within the manufacturing business will
transfer to KDC/ONE.
The transaction, which is expected to close in August of 2019,
is subject to the approval of shareholders of Swallowfield plc.
Advisors
KPMG is acting as financial advisor to KDC/ONE, and Weil,
Gotshal & Manges is acting as legal advisor. Baylor Klein is acting as financial advisor to
Swallowfield plc, and Ashfords LLP is acting as legal advisor.
About KDC/ONE
KDC/ONE is the largest North American custom formulator and
manufacturer serving the prestige beauty, personal care and
household sectors. Established in 2002, KDC/ONE is headquartered in
Longueuil, Québec and employs over
5,000 employees in 13 operating facilities located throughout
North America and in France. The business delivers high-touch
innovation, operational excellence and speed to market to
well-known and emerging brands. Over the past four years, KDC/ONE
has experienced rapid growth through the successful completion of
eight notable acquisitions, most recently Aromair Fine Fragrance,
Northern Labs and ALKOS Group.
About Swallowfield
Swallowfield is a market leader in the development, formulation,
and supply of personal care and beauty products. Following
completion of the transaction, the Owned Brands business will
continue to work with a range of third-party suppliers to develop,
formulate and distribute new products, including the Manufacturing
business.
About Cornell Capital
Cornell Capital LLC is a U.S.-based private investment firm with
$3.0 billion of AUM and offices in
New York and Hong Kong. Partnering with strong,
entrepreneurial management teams, the firm takes a value-oriented
approach to investing across the consumer, financial and industrial
sectors. Founder and Senior Partner Henry Cornell, who served as
the Vice Chairman of Goldman Sachs' Merchant Banking Division prior
to founding Cornell Capital in 2013, leads a highly-seasoned senior
leadership team with decades of shared investing experience. For
more information, visit www.cornellcapllc.com.
About Caisse de dépôt et placement du Québec
Caisse de dépôt et placement du Québec (CDPQ) is a long-term
institutional investor that manages funds primarily for public and
parapublic pension and insurance plans. As at December 31, 2018, it held CA309.5 billion in net
assets. As one of Canada's leading
institutional fund managers, CDPQ invests globally in major
financial markets, private equity, infrastructure, real estate and
private debt. For more information, visit cdpq.com, follow us on
Twitter @LaCDPQ or consult our Facebook or LinkedIn pages.
About Investissement Québec
Investissement Québec's mission is to foster the growth of
investment in Québec, thereby contributing to economic development
and job creation in every region. The Corporation offers businesses
a full range of financial solutions, including loans, loan
guarantees and equity investments, to support them at all stages of
their development. It is also responsible for administering tax
measures and prospecting for foreign investment.
About HarbourVest Partners
HarbourVest is an independent, global private markets investment
specialist with 36 years of experience and more than $58 billion in assets under management, as of
March 31, 2019. The Firm's powerful
global platform offers clients investment opportunities through
primary fund investments, secondary investments, and direct
co-investments in commingled funds or separately managed accounts.
HarbourVest has more than 500 employees, including more than 125
investment professionals across Asia, Europe,
and the Americas. This global team has committed more than
$36 billion to newly-formed funds,
completed over $21 billion in
secondary purchases, and invested over $10
billion directly in operating companies. Partnering with
HarbourVest, clients have access to customized solutions,
longstanding relationships, actionable insights, and proven
results.
Contact:
Jon Keehner / Tim Ragones / Kate
Clark
Joele Frank, Wilkinson Brimmer
Katcher
212-355-4449
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SOURCE KDC/ONE