Barry Callebaut overcame regulatory hurdles to acquire Petra Foods’ cocoa processing division on 30 June 2013 for $860m under a sale and purchase agreement (SPA).
Callebaut later issued a draft completion statement in September seeking adjusted payment terms that would bring the price down $98m to around $762m, which downgrades the valuation of Petra Foods' former ingredients division.
“This completion statement we issued is part of the sale and purchase agreement,” Barry Callebaut’s head of media relations Raphael Wermuth told ConfectioneryNews.
"This is all about valuation of various items and final price adjustments - it has nothing to do with our ability to pay. We certainly can afford to pay it - actually, the whole transaction is financed (as we communicated) and paid."
Callebaut breaking the law, claims Petra
Petra Foods company secretary Lian Kim Seng said in a statement: “The draft completion statement is not compliant with the SPA and the law.”
“Since Barry Callebaut had refused to make it compliant, it is now out of time to issue any draft completion statement or to seek any closing price reduction.”
“The company also considers that the price adjustments sought by Barry Callebaut do not have a proper or valid basis and/or have not been properly substantiated or justified. There is therefore a dispute.”
External audit
The companies will now activate mechanisms agreed in the SPA and appoint external experts to calculate assess capital, stocks and inventory to calculate the purchase price.
Barry Callebaut's Wermuth said that the dispute would not affect the performance or integration of the newly acquired cocoa business.
When Barry Callebaut first announced its planned acquisition in December 2012, it said the purchase price was $950m.
"This was an initial estimate announcing intention of the acquisition," said Wermuth.