Market Overview

ICL To Acquire Prolactal

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global manufacturer of products that fulfill essential needs in the
agriculture, processed food and engineered materials markets, today
announced that its ICL Food Specialties business unit ("ICL FS") has entered
into a share purchase agreement ("SPA") to acquire Prolactal GmbH, and its
subsidiary, Rovita GmbH (collectively, "Prolactal"). Prolactal, based in
Hartberg, Austria, and Engelsberg, Germany, is a leading European producer
of dairy proteins and other ingredients for the food and beverage
industries. The transaction is expected to close during the first quarter of
2015, subject to the receipt of regulatory approvals in Austria and Germany.

Prolactal, a privately-held company with annual revenues (2014) of
approximately EUR100 million, produces and sells an extensive range of
functional dairy proteins used broadly in the beverage, dairy and meat
industries to stabilize and improve the nutrition of beverages and foods
processed under a variety of conditions. The combination of ICL's existing
phosphate capabilities and Prolactal's protein capabilities will enable ICL
Food Specialties to provide innovative, value-added ingredient systems that
outperform other solutions available today, as well as open up new market
opportunities. The combined operations will also increase ICL's ability to
service its existing clients by offering them a broader selection of texture
and stability ingredients, including Prolactal's 'Prolactal' and 'Rovita'
product lines, to better meet the growing demand by consumers for food and
beverages with higher protein levels.
Prolactal, which employees approximately 200 people, operates two plants
utilizing state-of-the-art production process technology capable of complete
fractionation of milk. Prolactal's CEO, Mr. Johann Tanzer, has agreed to
remain at Prolactal following its sale to ICL and he will join ICL Food
Specialties' senior management.
ICL expects the acquisition to contribute substantial sales and marketing
synergies in several regions worldwide where there is growing global demand
for texture and stability ingredients. The acquisition is expected to be EPS
accretive for ICL from the first year of consolidation with an EV/expected
EBITDA ratio of 9 for 2015.
ICL Chairman, Mr. Nir Gilad, stated, "ICL's Board of Directors views the
Food market as one of the core markets in which we are determined to grow
our business significantly. The Company's 'Next Step Forward' strategy,
which was approved by the Board in Spring 2013, sees major growth potential
for the Company deriving from ICL's use of its various raw materials
together with technologically advanced solutions to create modern, healthy
foods and beverages, and to enter new, growing markets. We believe that the
acquisition of Prolactal will serve these purposes, and will provide us with
an opportunity to expand synergies within ICL resulting in important
added-value for the Company. The Board of Directors congratulates ICL
management on this important achievement in the implementation of the
Company's strategy."
"Our acquisition of Prolactal, one of Europe's leading dairy protein
businesses, is a key milestone in our 'Next Step Forward' strategy, through
which we continue to strengthen and grow our core businesses in the food,
agriculture and engineered materials markets," commented Mr. Stefan Borgas,
ICL's President & CEO. "This acquisition will help us to build our Food
Specialties unit into an integrated, global producer of unique, advanced
value-added solutions for the beverage, dairy and meat industries,
benefiting from our uniquely broad range of ingredients as well as from our
backward integration and advanced technological know-how. We will leverage
these capabilities to meet the evolving needs of our existing clients and to
enter targeted fast-growing food and nutrition markets, including the
dynamically changing markets of China, the Far East and the EU."
Mark Volmer, President & CEO of ICL Performance Products ("ICL PP"), added,
"This acquisition will serve as a platform from which we will accelerate the
growth of our food ingredient business, transforming ICL Food Specialties
into a distinctive provider of texture and stability solutions for a broad
range of industries. The technological expertise of our two companies -- ICL
and Prolactal - is highly synergistic, and together we will be able to
provide entirely new solutions that can only be imagined today, including
high-end, functional protein and phosphate-based products. With totally
unique formulations, we will be able to expand our leadership of the global
food additives business, open up new growth opportunities and move up the
value chain -- all while migrating the business to higher-performance,
higher-margin products. As such, we are very excited about the acquisition,
and look forward to working closely with Prolactal's talented team."
Johann Tanzer, CEO of Prolactal and Rovita, stated, "Management strongly
supports ICL acquisition of Prolactal for the major potential it brings to
our business and our plants in Austria and Germany. As a subsidiary of ICL
Food Specialties, we will be in an advantageous position to strengthen both
our financial position as well as our product development and innovation
activities. ICL's global distribution network and activities will also
provide Prolactal with a broad opportunity to pursue new markets worldwide
which will help us to increase our international presence and enable us to
continue our dynamic growth."

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