SPC to merge with Original Juice Co and Nature One Dairy

The Original Juice Co Ltd (ASX:OJC) – whose product lines include Black Label Orange, Black Label Apple, Black Label Grapefruit, and Veggie Goodness – has announced it will be acquiring iconic Australian brand SPC Global Ltd, in addition to Singapore-listed Nature One Dairy’s powdered milk business.

Through the transaction – which is built around a binding Merger Implementation Deed and Share Sale Agreement – OJC intends to create a food and beverage company of national and global significance, promising revenues beyond $400 million and more than $29M EBITDA in the 2025 financial year.

The pedigree of SPC – which is one of Australia’s biggest producers of packaged fruit, tomato-based products, baked beans, spaghetti and ready-made meals – made it an attractive brand for OJC to acquire, while Nature One Dairy (NOD) has reach both in Australia and Asia for its sale of powdered and formula baby milk products.

SPC executives will play a key part in development of the resulting combined business, with current SPC chairman Hussein Rifai and managing director Robert Iervasi to reprise the same roles in the new entity.

For SPC shareholders, OJC is offering 133 million shares (issued on a post consolidation basis) to sweeten the deal, and it will also issue up to 29 million shares (on the same basis) – in addition to $6 million in cash to shareholders of NOD to facilitate that acquisition.

As a result, shareholders in OJC, SPC and NOD will hold respective investments of 15.5%, 69.2% and 15.3% of the combined business – which will trade on the ASX under the ticker SPG.

OJC will also undertake a 10:1 consolidation of its shares concurrent with the transaction, and intends to host an extraordinary general meeting in November to allow shareholders to sign off on the deal.

SPC chairman Hussein Rifai said the transaction was a crucial step in the three companies’ global strategy, and was of particular importance to SPC since it had divested from Coca-Cola Amatil in 2019.

“Our goal is to create ‘better, healthier food for the future.’ Since acquiring SPC from CCA, our strategy has been to firmly establish ourselves as a leader in both the Australian and global markets,” he said.

“Building a strong foundation in our home market is vital for sustainable growth and success.”

OJC has been trading at 18 cents.

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