Australia’s largest multi-brand retail food franchisor and wholesale coffee roaster, Retail Food Group (RFG) has announced its entry into a $30 million Share Purchase Agreement (SPA) to acquire the global business and intellectual property assets of the Di Bella Coffee Group (Di Bella Coffee).

The move comes not long after RFG announced it had acquired specialist coffee house franchise Gloria Jean’s coffees.

RFG owns the Donut King, Brumby’s Bakery, Michel’s Patisserie, bb’s café, Esquires, The Coffee Guy, Café2U, Pizza Capers Gourmet Kitchen and Crust Gourmet Pizza franchise systems. In addition, the Company is a significant wholesale coffee roaster, supplying existing Brand Systems and third party accounts under the Evolution Coffee Roasters Group, Caffe Coffee, Roasted Addiqtion and Barista’s Choice coffee brands.

About Di Bella

Founded in Brisbane in 2002 by leading coffee entrepreneur Phillip Di Bella, Di Bella Coffee has become one of Australia’s largest specialty coffee roasters, establishing a reputation as a commercial channel focused business (retail, wholesale, motel, hotel, convention, airlines etc).

RFG said Di Bella Coffee has demonstrated enormous potential for continued growth both nationally and internationally, with distribution arrangements having been established for the New Zealand, Asian and Indian markets in recent years.

The acquired business includes:

• The global intellectual property of Di Bella Coffee, a specialist roaster with unique blends and channels to market;
• A significant roasting and wholesale coffee business with annualised throughput of approximately 1.4 million kg, established distribution channels across the Eastern seaboard, Western Australia and internationally; and channels to market comprising;
  • Commercial, approximately 70 per cent; and
  • Contract retail, approximately 30 per cent
• Additional boutique coffee-based products:
  • Coffee Kick (a ready-to-drink cold brew ‘coffee in a can’ innovation); and
  • Torq (an ‘all-natural’ liquid instant coffee concentrate); and
• An established and growing online retail channel.

The acquisition

RFG said the Di Bella Group would increase RFG coffee throughput by approximately 30 per cent to around 5.9 million kilograms (including the recently-acquired Gloria Jean’s Group).

The $30 million acquisition agreement comprises $27.4 cash and RFG ordinary shares to the value of $2.6 million (capable of substitution with case at RFG discretion), and up to $17.3 million in milestone and earn-out performance based payments.

The SPA is subject to RFG satisfactorily completing its due diligence inquiries, along with other usual and ordinary conditions. It is programmed for completion on or before 31 January 2015.

RFG CEO Tony Alford said that the transaction satisfied RFG’s key acquisitive criteria in that Di Bella Coffee was immediately Earnings per Share (EPS) accretive, generated increased supply-side scale and vertical integration opportunity, and significantly enhanced RFG’s coffee and allied beverage throughput.

“In addition to these attributes, Di Bella Coffee complements and extends the Company’s existing market penetration by providing the Group with a reputable specialist coffee brand to grow scale amongst each of its coffee and allied beverage distribution channels including franchisee, contract roasting, commercial and the rapidly growing ‘in home’ capsule opportunity inherent in the Gloria Jean’s Coffees acquisition, due for imminent settlement,” Mr Alford said.

Di Bella founder to stay on

Mr Alford said Di Bella’s founder, Phillip Di Bella, will join RFG on a full-time basis, where he will continue to grow the Di Bella business, and will also undertake an “increasingly important role” within RFG’s Coffee and Beverage management (CBM) division.

“Not only will Mr Di Bella’s retention facilitate seamless transition of the business, it affords RFG another layer of “coffee” expertise in addition to that garnered as a consequence of the Gloria Jean’s Group acquisition,” Mr Alford said. “There is no question that Phillip’s passion for coffee excellence, industry experience and business knowledge, with further advance RFG’s coffee management team,” he said.

Mr Di Bella said that Di Bella Coffee had been “built on the vision to provide ‘the ultimate coffee experience’” and that this vision would be “enhanced by leveraging RFG’s scale of operations and significant resources”.

“I am extremely excited by the opportunities the transaction brings to Di Bella Coffee,” Mr Di Bella said. “The systems, processes and support structures to be brought to the business via its integration with RFG will allow consolidation of existing domestic opportunities, whilst also allowing greater focus on expanding the Di Bella Coffee brands internationally,” he said.

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