Celanese and Mitsui Sign Definitive Agreement to Form Nutrinova, a Food Ingredients Joint Venture

Thu, June 22 2023

DALLAS--(BUSINESS WIRE)-- Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, and Mitsui & Co., Ltd. today announced the signing of a definitive agreement to form a Food Ingredients joint venture under the name Nutrinova. Celanese will contribute the assets, technology and employees of its Food Ingredients business while retaining a 30 percent stake in the joint venture. Mitsui will acquire the remaining 70 percent stake at a purchase price of $472.5 million, representing an enterprise valuation of approximately 15 times 2022 EBITDA. The parties expect to close the transaction in the second half of 2023, pending regulatory approvals.

The Nutrinova joint venture builds upon the existing long-term strategic partnership between the two companies. The agreement combines the technology, product portfolio and backward integration of the Celanese Food Ingredients business with Mitsui’s long-standing positions across the food value chain in Asia and other regions. Additionally, Celanese will continue to meet the full acetyls raw material needs of the Nutrinova JV under a long-term supply agreement.

The formation of the Nutrinova JV allows Celanese to monetize a majority of that business in a value accretive way and also maintain the benefits of integration with the Acetyl Chain. After consideration of closing expenses and transaction costs, an estimated net cash proceeds of approximately $450 million will be fully utilized to pay down debt, which is a meaningful step in the company’s deleveraging plan.

The Celanese Food Ingredients business is a leading producer of acesulfame potassium (Ace-K) sweetener as well as sorbic acid and potassium sorbate preservatives. Celanese is the inventor and only western producer of the zero-calorie, high-intensity sweetener Sunett® Ace-K. On a pro-forma basis, the Food Ingredients business generated approximately $170 million in 2022 net sales in 2022.

Celanese is advised by BofA Securities as financial advisor and Shearman & Sterling LLP as legal counsel.

About Celanese

Celanese Corporation is a global chemical leader in the production of differentiated chemistry solutions and specialty materials used in most major industries and consumer applications. Our businesses use the full breadth of our global chemistry, technology and commercial expertise to create value for our customers, employees, shareholders and the corporation. As we partner with our customers to solve their most critical business needs, we strive to make a positive impact on our communities and the world through The Celanese Foundation. Based in Dallas, Celanese employs approximately 13,300 employees worldwide and had 2022 net sales of $9.7 billion. For more information about Celanese Corporation and its product offerings, visit www.celanese.com.

Forward-Looking Statements

This release may contain “forward-looking statements,” which include information concerning the company’s plans, objectives, goals, strategies, future revenues or performance, capital expenditures and other information that is not historical information. When used in this release, the words “outlook,” “forecast,” “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company or its customers will realize these benefits or that these expectations will prove correct. There are a number of risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from the forward-looking statements contained in this release. These include the Company’s ability to obtain regulatory approval for, and satisfy closing conditions to, the transactions described herein, the timing of closing thereof, and the Company’s ability to realize the anticipated benefits of the transaction. Other risk factors include those that are discussed in the Company’s filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.

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Source: Celanese Corporation