SYDNEY: The Original Juice Company (OJC) has entered into a binding agreement to acquire SPC Global Limited (SPC), creating a leading Australian and global food and beverage company.

As part of the transaction, OJC will conduct a 10:1 share consolidation and issue new shares to SPC shareholders.

This will result in existing OJC and SPC shareholders holding 18.25% and 81.75% of the combined business, respectively, before any impacts from the Powdered Milk Acquisition.

Additionally, OJC will acquire the powdered milk business of Nature One Dairy for $50 million. This acquisition is strategic for expanding the SPC Care offering, which focuses on providing nutritious meals for infants and the elderly.

OJC, with a share price of $0.18 and a market capitalization of $53.3 million as of October 16, plans to issue 132.7 million shares to SPC shareholders post-consolidation. The PMB will be acquired for $50 million, with $6 million in cash and the issuance of 29.3 million new OJC shares at $1.50 each.

The transaction was announced on October 2, 2024, and is subject to shareholder approval at an Extraordinary General Meeting on November 22, 2024. Completion of the transaction is expected by December 2024, pending satisfaction of all conditions under the Merger Implementation Deed and new debt funding facility.

SPC Global Limited will become a market-leading agrifood business with a diversified product portfolio. SPC produces high-quality, health-conscious food and beverage products under iconic Australian brands. The combination of SPC and OJC is anticipated to generate significant synergies through rationalized operations and enhanced production capacity, particularly at SPC’s Shepparton site. The business is forecast to generate $29 million of EBITDA in FY25 on an aggregated basis.

The merger is expected to deliver material growth and cost synergies over time, with future earnings supported by continued operational efficiencies and margin expansion. SPC’s portfolio of brands and go-to-market channels provides a strong platform for future growth through product innovation, new segments, broader distribution, new channels, and further acquisitions. Established over 100 years ago, SPC is the largest local producer of fruit, tomatoes, baked beans, and spaghetti in Australia and aims to become a diversified food-producing champion.