Trilantic Selling Tuna Canner for €680 Million

Trilantic Capital Partners has agreed to sell tuna canner MW Brands to Thai Union Frozen Products PLC for €680 million.

PRESS RELEASE

On July 27, 2010, the Board of Directors of Thai Union Frozen Products PCL. (“TUF”), Thailand’s major processor and exporter of canned and frozen seafood, is pleased to announce it has approved the resolution to acquire 100% of MW Brands (“MWB”) from Trilantic Capital Partners.

MW Brands is one of the European leaders in tuna and other ambient seafood products through its iconic brands – John West, Petit Navire, Hyacinthe Parmentier and Mareblu – and holds leading market positions in France, the United Kingdom, Ireland and the Netherlands and Italy. MWB is currently owned by Trilantic Capital Partners (“Trilantic”), a leading international private equity group with $3.8 billion of assets under management. Trilantic acquired MWB through a carve out of various entities from the US food producer HJ Heinz in 2006. For the latest fiscal year ended March 31, 2010, MWB generated sales of €448 million. The book value of its total assets was €559 million.

TUF will acquire 100% of MWB for an enterprise value of €680 million (approx. THB28.5 billion) payable in cash. Financing for the acquisition has been fully secured. The transaction is subject to shareholders’ approval and anti-trust review from the relevant authorities.

After the successful completion of the transaction, TUF’s tuna processing capacity will amount to half a million tonnes of whole round fish making the combined group one of the largest canned tuna producers in the world. Based on sales, TUF will be among the largest seafood companies in the world. In addition, TUF will become one of the few truly global and vertically integrated seafood players with sales, production, and leading brands across Asia, the US, and Europe. The acquisition will increase Europe’s contribution to TUF’s total sales from 11% percent to more than one third.

Mr. Thiraphong Chansiri, president of TUF, said, “MW Brands represents a transformational opportunity for TUF to consolidate its strength in the global ambient seafood market. In addition, we believe the combination of these two highly complementary businesses will unlock synergies and create a leading global seafood company with broader sources of supply and end-markets. The investment will add four processing plants in France, Portugal, Seychelles and Ghana to our existing five processing facilities in Thailand, Indonesia, Vietnam and the USA. Our fishing fleet will also double in size from 4 to 9 vessels significantly improving our vertical integration and strategic access to tuna raw material. In addition to diversification of our end-market and production bases, MWB’s strong European footprint will also provide us with further business opportunities in the future through a strong customer base, distribution, and brand leadership. We look forward to welcoming the employees of MW Brands into the Thai Union Group.”

Mr. Joe Cohen, Partner at Trilantic Capital Partners: “We are proud to have been involved with MW Brands from its inception as a carve out of various businesses from Heinz to becoming the leading European canned seafood company. We believe that TUF represents an excellent buyer of the business and the combined company will be able to generate important synergies through procurement, new product development and global sales. The combination also constitutes a key step in the development of sustainable and economic fishery production”.

Thai Union Frozen Products achieved sales of THB68.9 billion (approx. USD2 billion) with net profit of THB3.3 billion and EBITDA of nearly THB6.0 billion in 2009. Tuna products accounted for the largest share at 44%, followed by frozen shrimp at 20%, canned cat food at 9%, canned seafood at 9%, shrimp feed at 6%, canned sardine / mackerel at 4%, cephalopod at 3% and others at 5%. In its latest Q1/2010 operational results, TUF generated THB16.3 billion (USD498 million) in sales with net profit of THB831.2 million, up 27.3% YoY and 15.8% QoQ. The quarterly EPS was THB0.94.

TUF shares closed yesterday on the Stock Exchange of Thailand at THB47.75, up 2.69% from THB46.50 closing price on July 23, 2010, in trade worth THB264.4 million.

Trilantic Capital Partners is a global private equity firm based in Europe and the US managing $3.8bn of committed capital with primary investment focus in consumer, industrial, energy, financial and business services.

Morgan Stanley and Bualuang Securities acted as financial advisors to TUF. UBS acted as financial adviser for Trilantic Capital Partners.