Nutreco Holding N.V.

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Nutreco Holding N.V.

Prins Frederiklann 4
3818 KC Amersfoort
The Netherlands
Telephone: ( + 31) 33-422-6100
Fax: ( + 31)33-422-6101
Web site: http://www.nutreco.com

Public Company
Incorporated: 1994
Employees: 13,237
Sales: EUR 3.81 billion ($3.8 billion) (2002)
Stock Exchanges: Euronext Amsterdam
Ticker Symbol: NUO
NAIC: 551112 Offices of Other Holding Companies; 112511 Finfish Farming and Fish Hatcheries; 311119 Other Animal Food Manufacturing; 311612 Meat Processed From Carcasses; 311615 Poultry Processing

Netherlands-based Nutreco Holding N.V. is a world-leading, vertically integrated feed and foods producer. The company is organized under two primary business divisions. Nutreco Aquaculture is the world’s largest aquaculture company, manufacturing fish feeds, combining its various brand names, which included Trouw and Moore-Clark, under the single Skretting name in January 2003. Nutreco Aquaculture also operates salmon under the Marine Harvest name in Norway, Chile, Canada, Scotland, and Australia. The company also operates fish processing facilities in Chile, Norway, Scotland, and France. The second primary business division of the Nutreco group is Nutreco Agriculture, which encompasses breeding services and breeding stock production, as well as the production of specialist feed ingredients for pork and poultry farmers; Nutreco Agriculture also includes pork and poultry meat processing facilities, under brand names including Pingo Poultry, Sada, and Hendrix. In addition to these activities, Nutreco conducts a strong research and development component, working on animal genetics, as well as the development of other fish farming sectors, such as codfish. Nutreco, formed in 1994 from the animal feeds and aquaculture operations of BP Nutrition, then in the process of being divested by British Petroleum, has been listed on the Euronext Amsterdam stock exchange since 1997. The EUR 3.8 billion company is overseen by Chairman R. Zwartendijk and CEO Wout Dekker.

Merging European Feed Producers in the 1970s

Although Nutreco itself was formed only in 1994, parts of the company stretch back to the early years of the 20th century. One of the oldest parts of what later became the Nutreco group was Skretting, founded in Norway in 1899. Skretting’s original business was as an agricultural merchant, which later led the company into the production of animal feeds. The birth of the commercial fish farming sector in Norway, however, brought the company into manufacturing fish feeds in the 1960s. In 1963, Skretting became the first company to begin producing extruded salmon feed products. Soon after, Skretting focused its entire operation on production of fish feeds.

The Netherlands formed an important center for the later Nutreco. A primary component stemmed from the founding of Trouw Nutrition, by Adolph Trouw, in 1931. That company originally produced vitamin and mineral mixes for the feed industry, before expanding to become one of the world’s leading feed producers.

Another important part of the later Nutreco was founded in The Netherlands in 1928 as Hendrix Voeders. Like Skretting, the Hendrix company started out as an agricultural products wholesaler, dealing in seeds, grains, manure, and potatoes, before turning to the production of animal feeds in the 1930s. Hendrix grew strongly through the 1940s, adopting new production methods. In the 1950s, Hendrix built new production facilities. By then, the company had begun diversifying its interests, adding a poultry breeding unit, which formed the basis of Nutreco’s later Euribrid breeding group. Hendrix expanded further, adding a poultry brand, Pingo, to its operations.

In the 1970s, British Petroleum (BP), confronted with the loss of direct control of the OPEC-region oil production, went on a diversification drive. In 1975, BP targeted the feed market, creating, the new business unit BP Nutrition. That company went on a buying spree, acquiring a wide range of animal feed and aquaculture companies across Europe. Among the first of these was the purchase of a two-thirds share in Trouw in 1975, which placed the core of BP Nutrition in The Netherlands. That position was strengthened in 1979, when the Hendrix family sold out the Hendrix group to BP Nutrition as well, joining the growing number of companies, which by then included Spain’s Sada and Nanta. The following year, BP Nutrition turned to Norway, which had become a center of the fish farming industry, where, through Trouw, it acquired Skretting.

BP Nutrition continued to expand both its feed and aquaculture operations, entering the South American feed market with the creation of Trouw Chile in 1981 and the launch of the Mares Aurstales fish farming operation. In 1986, BP Nutrition took a big step forward when it bought Purina Mills, the feed production arm of the United States’ Ralston Purina. In that year, also, BP Nutrition added major Canadian fish feed producer Moore-Clark, which had focused on the Pacific Northwest salmon market, before expanding, under BP Nutrition, nationwide in 1990. BP Nutrition also began salmon fanning operations in Canada, which followed on its extension into fish farming in South America, through Trouw Chile’s acquisition of a fish farming operation in Chile in 1988.

By then, British Petroleum had acquired Standard Oil and Britoil. The downturn in the economy, coupled with the debt load from these acquisitions, forced BP to begin divesting its diversified operations, including BP Nutrition. By 1994, BP had, in large part, completed its divestment program. In that year, senior members of BP Nutrition’s management team, including then-CEO Richard van Wijnbergen, set up a new company, Anchor Holding, which then joined with investment groups CinVen and Baring Capital Investors to lead a management buyout of BP Nutrition. The buyout, in a deal worth $550 million, created the world’s largest aquaculture company, as well as one of the leading animal feed producers in Europe.

Following the management buyout, Anchor Holding changed its name to Nutreco and established its headquarters in Boxmeer, in The Netherlands. Despite Nutreco’s market leadership—the company was the largest privately held feed supplier in Europe, including a 50 percent share of the worldwide market for salmon and trout feed, and was also one of Europe’s main suppliers of poultry and pork breeding stock, and processed poultry and pork products—the company declined to go public immediately, preferring instead to build its own business track record.

Dual-Pronged Leader in the New Century

Nutreco’s operations remained concentrated around two primary businesses, Hendrix and Trouw, which also included Skretting, through the 1990s. Growth was focused primarily on internal operations, such as Trouw’s development of an organic salmon feed mix, launched in 1995. In 1997, the company opened a new experimental fish feed technology factory, in Stavanger, in the United Kingdom.

By then, Nutreco, seeking to accelerate its growth, decided the time was right for a public offering, and in May 1997 placed its shares on the Amsterdam stock exchange. The successful offering, which valued Nutreco at nearly $500 million, provided the basis for an extended acquisition drive that was to boost the company’s sales by more than 50 percent in just four years. By the end of 1997, the company had made its first move into the Eastern European market, purchasing Polfarm, the leading premix feed maker in Poland.

Nutreco’s acquisition spree gained speed in 1998, with the purchase of UT-Delfia, a $240 million per year animal feed maker. That month, also, the company took over Caicaen, a salmon farm in Chile. The company turned to Spain, acquiring Nanfor and Herca, then forming a joint venture between its Nanta subsidiary and Omsa de Alimentacion to develop pig farms in that country. The Eastern European market remained a Nutreco focus in 1998 as well, as the company began talks to acquire Pepees, a mixed feed producer. That acquisition, completed in October of that year, was followed by the purchase of a leading Dutch brooding chicken farmer, Gebroeders Van Erp, as well as pig breeders Bovar and Parvak, also in The Netherlands.

Fueling the company’s acquisition campaign was its secondary offering, made in March 1998. Nutreco continued adding to its operations into 1999, with the purchase, through its French subsidiary Belanne Nueil, of Vendee Aliments, a manufacturer of animal feed with annual sales of just $9 million per year. Such small-scale purchases remained a key part of Nutreco’s acquisition strategy, as the company added the egg production of W. Van Erp Holding, based in The Netherlands, the Hencu, Netherlands-based chicken processing arm of the United Kingdom’s Hillsdown Holdings and, marking Nutreco’s Nanta subsidiary’s entry in Portugal, the livestock company Fabricas de moagem do Marco.

Yet Nutreco also was preparing two more significant acquisitions for 1999. On July 15 of that year, the company announced its agreement to acquire the Marine Harvest McCon-nell salmon farming and processing business from Booker Plc. Originally founded by Unilever in the late 1960s, Marine Harvest had pioneered the Scottish salmon farming market, which later grew to become one of the world’s leaders. Marine Harvest was acquired by Booker in 1994, which merged it with its existing business, McConnell Salmon, forming a new subsidiary Booker Aquaculture, and taking on the trade name Marine Harvest McConnell. That business was one of the top four salmon producers in the U.K. market.

Company Perspectives:

Mission: We are a global food company, inspired by consumer demands, creating value through sustainable modern aquaculture and agriculture.

Our activities span the globe and are characterised by a commitment to food safety through strict quality control and traceability. We begin with breeding fish and livestock to suit the range of current farming methods, and continue through feeds and farming, to the processing and marketing offish and meat products—all in line with the requirements of modern consumers.

Two weeks after the Marine Harvest acquisition, Nutreco announced another significant purchase, this time of the BOCM Fish Feed Group, part of BOCM, which, although one of the United Kingdom’s top animal feed producers—and a direct competitor of Nutreco’s Trouw subsidiary—had decided to exit the fish feed business. The addition of the BOCM Fish Feed operations gave Nutreco the number four leading fish feed group in the United Kingdom.

Following these acquisitions, Nutreco restructured its operations, creating two primary business groups, Agriculture and Aquaculture, and five secondary divisions: Aqua International; Aqua Feed Europe; Agri Northern Europe; Agri Iberica; and Agri International. By then, the company’s annual revenues had been boosted past EUR 2.6 billion.

In March 2000, Nutreco made a move to cement its leading position in the worldwide aquaculture market, reaching an agreement with Norsk Hydro to acquire Hydro Seafood, the world’s largest Atlantic salmon producer, with operations in the United Kingdom, Norway, Ireland, and France. The British mergers and monopolies commission, however, barred Nutreco from acquiring Hydro Seafood’s U.K. operations, which represented some 20 percent of Hydro Seafood’s business.

Nutreco had in the meantime continued to target new acquisitions. In Belgium, the company picked up Voeders Haeck, an animal feed producer, then entered Hungary with the purchase of the premix and feed operations of that country’s Kornye. The company also reached an agreement to take over management of the poultry operations of the Spanish cooperative group Copaga. In September 2000, the company purchased a 56 percent stake in Cod Culture Norway, which had been developing technology that was expected to lead to introducing a new cod farming market. Also in 2000, Nutreco moved its headquarters in 2000 from Boxmeer to Amersfoort.

The turn of the century marked the entry into new territories. In 2001, Nutreco moved into the United States with the purchase of Ducoa’s premix operations, giving it control of the third largest premix company in that market. That business formed the basis of a new Nutreco subsidiary, Trouw Nutrition USA. At the same time, Nutreco acquired shareholder stakes in two major Australian aquaculture businesses, Pivot Aquaculture, the South Pacific region’s leading fish feed producer, and publicly listed Tassai, the region’s top salmon producer. Meanwhile, in Spain, the company acquired Agrovic in its largest agricultural purchase to date, giving it a leading position in the Spanish feed market.

Nutreco slowed down its acquisitions in 2002, as it began a restructuring drive in order to enhance the operating synergies among its expanded operations. Nonetheless, the company acquired two new companies, those of Chisal, a salmon processor based in Chile, and Selko, a manufacturer of organic feed components. The company also joined a joint venture to build a premix plant for pig feed production in the Hunan province of China. At the beginning of 2003, Nutreco continued its restructuring. In January of that year, the company moved to regroup all of its fish feed operations under a single brand name, Skretting. By then, Nutreco, which had seen its sales top EUR 3.8 million, had firmly established its own name as a two-pronged, worldwide leader.

Principal Subsidiaries

Agrovic Alimentación S.A. (Spain); Atlantic Halibut AS. Hjelmeland (Norway; 62%); Cod Culture Norway AS (56.14%); Drucar S.r.L. (Italy); Euribrid España S.A. (94.87%); Fábricas de Moagem do Marco S.A. (Portugal); Gibson’s Ltd. Launceston (Australia); Gruppo Sada p.a. S.A. (Spain); Hedimix B.V.; Hendrix Bacon UK Limited; Hendrix Feed (Xiangtan) Co. Ltd. (China; 50%); Hendrix Illesch GmbH (Germany; 90%); Hendrix Környe Kft (Hungary); Hendrix Meat Group B.V. (63%); Hendrix N.V. (Belgium); Hendrix Poultry Breeders B.V. (50%); Hendrix UTD B.V.; Hendrix UTD GmbH (Germany); Hifeed B.V.; Hifeed Romania S.r.L.; Hybrid International Inc. (United States); Hybro B.V.; Marine Harvest AS (Norway); Marine Harvest Canada Farming; Marine Harvest Fanad Ltd. (Ireland); Marine Harvest Norway; Marine Harvest Rogaland AS (Norway; 62%); Marine Harvest S.A. (Chile); Marine Harvest Scotland Limited (United States); rvest Valmer S.A. (France); Mowi AS (Norway); Nanta S.A. (Spain); Belgium N.V.; Pavo Deutschland GmbH; Piensos Nanfor S.A. (Spain; 50%); Piensos Nanpro S.A. (Spain; 50%); Pingo Poultry Farming B.V.; Plumex B.V. (50%); Reudink Biologische Voeders B.V.; Sada p.a. Canarias S.A. (Spain); Sada p.a. Catalunya S.A. (Spain); Sada p.a. Centro S.L. (Spain); Selko B.V.; Selko Latin America Ltda. (Brazil); Selko Mid-East Ltd. (Cyprus); Sistemas Pecuarios S.A. de C.V (Mexico); Skretting AS (Norway); Stimulan B.V.; Trouw (UK) Limited; Trouw Aquaculture Limited (Ireland); Trouw España S.A.; Trouw France S.A.; Trouw Nutrition Nederland B.V.; Trouw Nutrition Polska Sp. z.o.o.; Trouw Nutrition Portugal Lda; Trouw Nutrition USA LLC; Trouw Yem Ticaret Anonim Sirketi. Bodrum (Turkey; 99%); Yamaha Nutreco Aquatech KK (Japan).

Key Dates:

1899:: Skretting is founded in Norway as an agricultural merchant.
1928:: Hendrix Voeders is founded as an agricultural products wholesaler, which enters the animal feed business in the 1930s.
1931:: Adolph Trouw founds a company producing vitamin and mineral mixes for animal feeds, and later begins its own production of animal feeds.
1963:: Skretting begins producing extruded fish feeds, which becomes its sole focus.
1968:: Moore-Clark is founded in Canada.
1975:: British Petroleum establishes BP Nutrition and acquires Trouw.
1979:: BP Nutrition acquires Hendrix.
1980:: Trouw acquires Skretting.
1981:: Trouw Chile is founded.
1986:: BP Nutrition acquires Purina Mills and Moore-Clark.
1994:: Nutreco is formed from the management-led buyout of BP Nutrition.
1997:: Nutreco lists on the Amsterdam stock exchange.
2000:: Nutreco acquires most of Hydro Seafood from Norsk Hydro.
2003:: All fish feed operations are regrouped under the Skretting name.

Principal Competitors

Cargill Inc.; ConAgra Foods Inc.; Archer Daniels Midland Co.; Edison SpA; Eli Lilly and Co.; Land O’Lakes Inc.; Royal Cebeco Group Cooperative UA; Cargill BV; Nisshin Seifun Group; ContiGroup Companies Inc.; Kerry Group PLC; Mas-terfoods; Glanbia PLC; Nestlé Purina PetCare Co.; Perdue Farms Inc.; Fenaco; Ebro Puleva S.A.; Hindustan Lever Ltd.; IMC Global Inc.; C J Corporation; Compagnie Laitiere Européenne SC A; Nippon Flour Mills Company Ltd.; Charoen Pokphand Northeastern PCL; Unicharm Corporation.