* Buying Petra Foods cocoa unit for $950 mln
* May have to raise $300 mln in new equity
* Acquisition price too high - analyst
* Shares down 1.9 pct, underperform peers (Repeats to additional subscribers)
By Caroline Copley
ZURICH, Dec 12 (Reuters) - Swiss chocolate maker Barry Callebaut is buying the cocoa business of Singaporean group Petra Foods to reduce its dependence on West African beans as it expands in emerging markets.
Barry Callebaut was already the world's biggest maker of finished chocolate products for clients such as Nestle and Hershey, and the $950 million cash deal - its largest yet - will make it the biggest processor of cocoa, too.
The Petra Foods cocoa operation, which makes cocoa liquor, butter and powder, produced revenue of $1.3 billion in 2011. It manufactures and sells cocoa ingredients under the Delfi brand to more than 30 countries and customers including Nestle, Cadbury and the Mars Group.
Barry Callebaut, which provides the food industry with cocoa and chocolate products, coatings and cocoa powders, said the deal is expected to close mid-2013 and will boost sales volume in fast-growing Asia and Latin America to 31 percent of total sales volume from 24 percent now.
It will also add a second strong base for cocoa sourcing and processing in Asia. The supply of cocoa from Indonesia helps to reduce reliance on West Africa, which accounts for 70 percent of global cocoa supply but has suffered from volatility because of conflict in top producer Ivory Coast.
Barry Callebaut said the deal valued Petra at 14.3 times 2011 enterprise value/earnings before interest, tax, depreciation and amortisation. That's more than double the average for the consumer goods and services sector of 6.7 times, according to Thomson Reuters data.
Analysts said that Barry Callebaut had paid a high price for a not particularly profitable business.
"Barry Callebaut is securing a number one position in the fast-growing emerging markets, however at a high price. Key challenge will be to restore Petra's profitability," said Vontobel analyst Jean-Philippe Bertschy.
MARKET POTENTIAL
The Petra division reported nine-month revenue fell 20 percent to $778 million, saying the global cocoa ingredients industry was struggling with pressure on margins due to excess supply at a time of weaker chocolate consumption.
Led by businessman John Chuang, Petra said last month it expected chocolate consumption - once thought as recession proof - to stay weak in developed markets but keep growing strongly in Asia.
Barry Callebaut said that emerging markets were driving annual growth of 2-5 percent in the cocoa powder market because of rising demand for a range of chocolate-flavoured products, including drinks, fillings, pastries and ice cream.
"I would agree it's a full price, but I would also agree its worth it," Chief Executive Juergen Steinemann said. "You are buying here market potential ... you are buying a future motor to grow."
Shares in Barry Callebaut were down 1.9 percent at 924 Swiss francs by 1425 GMT, against a 0.3 percent fall for the European Food and Beverage index. Petra's shares surged as much as 24 percent to a record S$3.40 ($2.78).
Barry Callebaut said the deal would be financed by a bridging loan to be replaced after a year by a debt issuance and $300 million of new equity.
Chief Financial Officer Victor Balli said the deal would initially lower profitability but would boost earnings per shares from the second year. He said that it plans to return group operating profit per tonne to its pre-acquisition level by 2015/16.
INTEGRATION COSTS
Integrating the Petra Foods unit into Barry Callebaut will result in estimated one-off costs of 10-15 million Swiss francs ($11-16 million) in the first two years, the company said, with an additional one-off transaction cost of 10 million francs.
The proposed deal includes Petra's entire cocoa ingredients business, including seven factories in Malaysia, Indonesia, Thailand, Brazil, Mexico, Germany and France, plus sales offices in Singapore, the Netherlands and the United States.
The business being sold is the largest cocoa products supplier in Asia and accounts for 75 percent of Petra's group revenue, with the rest coming from its branded consumer unit.
The consumer division makes more than 400 products, including the SilverQueen and Ceres brands popular in Indonesia and the Philippines and will now source three quarters of its cocoa from Barry Callebaut as part of the deal.
A more concentrated focus on consumer brands will be good for Petra Foods, said Goh Han Peng, an analyst at DMG & Partners Securities.
Swiss investment bank Credit Suisse advised Barry Callebaut on the transaction. ($1 = 0.9325 Swiss francs = 1.2213 Singapore dollars) (Additional reporting by Eveline Danubrata; Editing by Emma Thomasson and Erica Billingham)
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