Transformational merger of The Original Juice Company, SPC Global and Nature One Dairy creating a leading Australian food and beverage company

Two iconic Australian businesses with household brands that have been in the pantries of Australian families for decades are merging, together with the powdered milk business of a third Australian founded business Nature One Dairy to create a market leading Australian food and beverage company with significant scale.

Former Asahi Beverages Group CEO and current SPC Director Robert Iervasi has been appointed the Managing Director of the merged business, which will own and operate three business divisions, namely SPC, The Original Juice Co. and Nature One Dairy.

SPC is an iconic Australian brand and is the largest producer of fruit, tomato, baked beans and spaghetti processing, packaging, and canning in Australia. It holds some of Australia’s most recognisable household food brands such as SPC, Ardmona, Goulburn Valley, ProVital, Pomlife, the Good Meal Co, and Street Eats – feeding Australian families for more than 100 years.

The Original Juice Company is a well-known Australian food processing company specialising in chilled fruit and vegetable juices. Founded in 1988, it has maintained a commitment to sourcing local fruit and producing fresh juice daily for over 30 years. Using a mix of conventional and custom-developed equipment, OJC manufactures high-quality juices, fibres, infused fruits, and fruit waters for both domestic and international markets.

Nature One Dairy is a Singapore registered, Australian-founded dairy company that manufactures and sells premium infant formula, nutritional formula and milk powder products. With an established sales and marketing footprint in Australia, China and other Asia Pacific markets, products are sold under the Nature One Dairy brand. The Nature One Dairy international market presence provides a platform for further inorganic growth for the combined business through product diversification and access to the Asian distribution market.

Together the three businesses create a substantial Australian based and owned global food and beverage companies that will continue to support Australian producers and execute on a global growth strategy.

Mr Iervasi said: “SPC Global is excited to be joining with OJC and Nature One Dairy and come to market with a leading food and beverage platform. With our market leading packaged fruit, canned tomatoes, and baked bean products, we are excited to expand with OJC both domestically and globally and see significant synergy potential in bringing the two producers together. Proud of our 100-plus year history and our Shepparton roots, SPC looks forward to working with the OJC team to accelerate growth and leveraging the combined platform to enhance distribution of our products. The addition of Nature One Dairy also allows us to diversify and reach more consumers every day through our international channels.”

The Original Juice Company CEO, Steven Cail, added: “This is a transformational moment for OJC, bringing our premium portfolio of juice products and processing technology together with SPC’s iconic brands and the powdered milk business of Nature One Dairy, creating significant production capability to create a food and beverage producing market-leader. The strategy has always focused on setting up the business for future growth and synergies, and I am extremely excited about what the future holds for OJC. The OJC team is excited to join the 100-year legacy of SPC and contribute to taking the Combined Business forward in its next phase of success.”

About the merger

The Original Juice Company will acquire SPC Global, and the powdered milk business owned by Nature One Dairy via a binding Merger Implementation Deed and Share Sale Agreements subject to several conditions including approval by the Original Juice Co. shareholders in November 2024.

The Original Juice Company intends to issue 133 million shares to the shareholders of SPC as consideration for the Transaction. Concurrently with the acquisition of SPC, OJC intends to issue up to 29 million shares and pay cash of up to $6 million to the shareholders of Nature One Dairy.

On completion of the Transaction, OJC, SPC and NOD shareholders are expected to hold 15.5%, 69.2% and 15.3% of the Combined Business respectively.

The Combined Business is expected to deliver more than $400 million of revenues and more than $29 million of EBITDA in FY25.

The combined business will be listed on the Australian Stock Exchange, with The Original Juice Companies ASX code changing to SPG.  The transaction is expected to complete in November 2024.

Leadership

In addition to Mr Iervasi, Mr David Mallison will serve as Interim CFO, and OJC and NOD’s CEOs, Steven Cail and Nick Dimopoulos will continue with the Combined Business post completion of the Transaction to ensure a successful transition. Hussein Rifai will be chairman of the combined group.

Hon Jeff Kennett AC, Chairman of OJC, is retiring from his position upon completion of the Transaction and said: “I have been honoured to serve as Chairman of OJC since December 2022. The agriculture industry is a core pillar of our national identity in Australia and the backbone of many regional towns across the country. We should be supporting businesses like OJC, SPC and NOD to continue to thrive in their mission to support local growers, employ Australians in our processing plants and produce iconic healthy products for consumers, both in Australia and abroad. I am excited about the prospects of the Combined Business.”

In responding, Mr Hussein said that the transaction is a critical step in advancing the global strategy that has guided SPC since its divestment from Coca-Cola Amatil (CCA). It aligns with SPC’s long-term vision of transforming SPC into a global leader in the food and beverage sector.

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

“Our immediate focus is on solidifying SPC’s position as a domestic market leader. This is the essential first step before executing our broader global strategy, which targets key international markets, particularly in Asia, where we see significant growth opportunities.”