Lactalis – Saputo Dairy UK

WA-60046

B.S.A. SAS (together with its subsidiaries, **Lactalis**) proposes to acquire 100% of the issued share capital of Saputo Dairy UK Ltd (together with its subsidiaries, **Saputo Dairy UK**) from Saputo Foods Limited, which is wholly-owned by Saputo Inc. (**Saputo**) (the **Acquisition**). Lactalis is a privately held dairy group headquartered in Laval, France. Lactalis is active worldwide, manufacturing or supplying dairy products across six main categories: cheese, drinking milk, chilled dairy products, chilled yellow spreads, cream and dairy ingredients. Lactalis also manufactures or supplies other products, including drinks, charcuterie, frozen products, confectionery and desserts. In Australia, Lactalis primarily supplies dairy products, including drinking milk, flavoured milk, iced coffee beverages, yoghurt, chilled yellow spreads, cream and cheese. Its portfolio includes a number of Australian brands (including Pauls, OAK, Ice Break, Jalna, Vaalia, Tamar Valley, Lemnos, Jindi, Harvey Fresh, Western Star, Mainland and Perfect Italiano) and international brands (including Président and Galbani). Saputo Inc. is a Canadian dairy company listed on the Toronto Stock Exchange, and one of the largest dairy processors in the world. Saputo Dairy UK is a manufacturer of branded cheese and dairy spreads in the UK. It has no manufacturing facilities in Australia. In Australia, Saputo Dairy UK operates in the wholesale supply of two cheese products: (i) a plant-based cheese product (which is supplied as a finished consumer product on a wholesale basis); and (ii) Wensleydale cheese (a UK territorial cheese). Saputo Dairy Australia Pty Ltd (**Saputo Dairy Australia**), which produces, markets and distributes dairy products (including under the consumer brands, Cheer, Cracker Barrel, and Mersey Valley) is not a party to this Acquisition. Saputo Dairy UK supplies a plant-based cheese product to Saputo Dairy Australia under its own Cheer brand.