Cardia Bioplastics Limited (ASX: CNN) is pleased to announce that it has signed a terms sheet with privately held Stellar Films Group (Stellar Films) under which it is proposed to merge the businesses of the two groups.
The merger, should it proceed, is intended to create a leader in sustainable packaging.
The proposed merger is subject to completion of satisfactory due diligence by both parties, execution of a sale agreement, Shareholder and regulatory approval and other customary closing conditions.
Under the terms of the proposed merger, Cardia Bioplastics will acquire all of the shares and units issued in Stellar Films and issue ordinary shares in Cardia Bioplastics to the owners of Stellar Films. Following completion of the proposed merger, it is currently anticipated that Cardia shareholders will own 42% of the merged group and the owners of Stellar Films will own 58% of the merged group.
An Extraordinary General Meeting of Cardia Bioplastics shareholders is expected to be held in early 2015. A notice of meeting setting out all relevant information for shareholders, including an Independent Expert's Report, would be circulated to Cardia Bioplastics shareholders prior to the meeting.
The terms sheet provides for an exclusivity period of 4 months from 21 November 2014. During the exclusivity period the parties will undertake due diligence enquiries and act in good faith to agree the commercial terms of the proposed merger, and enter into a sale agreement. Cardia, Stellar and the owners of Stellar have agreed to no shop, no talk and no due diligence restrictions for the duration of the exclusivity period. The no talk and no due diligence restriction will not apply where not responding to a competing proposal would be likely to result in a party breaching its fiduciary obligations.
Background to Proposed Merger
Cardia Bioplastics and Stellar Films originally partnered to produce environmentally friendly, high quality and cost competitive Biohybrid™ films tailored for the global personal care and hygiene products industry. The Biohybrid™ film produced on Stellar Films proprietary cast film process, exhibits a high performance property profile. It is differentiated through its unique soft touch and warm feel that is ideal for personal care product applications such as nappies/diapers, feminine or incontinence products.
The close and efficient cooperation between the companies over the last three years has clearly drawn out the strategic fit of the two businesses and the major benefits of a merger, including scale and geographic footprint of combined operations, market access and reach, production and operational savings, complementary intellectual property positions, resources to deliver business strategy and high quality management teams.
Stellar Films is an Australian privately owned company that manufactures and globally markets high quality cast films to the personal care, hygiene and medical product industries. The company is headquartered in Melbourne and operates manufacturing facilities in Melbourne and Port Klang, Malaysia. Over the last fifteen years, Stellar Films Group with average sales over the last three years of over $21 million has developed partnerships with customers in over twenty-seven countries throughout North America, Asia, Africa, the Middle East and Australia/New Zealand. In addition, Stellar holds an interest of 50.8% in Akronn Industries. Akronn manufactures silicone-coated paper and film products at their Nilai, Malaysia operation supplying the global hygiene and medical packaging markets as well as the sustainable energy sector.
Cardia Bioplastics develops, manufactures and markets its patented renewable resource-based materials and finished products, derived from Cardia’s proprietary technology for the global packaging and plastic products industries. The company holds a strong patent portfolio and its growth is fuelled by the global trend towards sustainable packaging. Established in Australia in 2002, the company Headquarters and Global Application Development Centre is in Melbourne. Cardia Bioplastics’ Product Development Centre and resins manufacturing plant is in Nanjing, China. Cardia’s manufacturing plants for film and bag products are in Nanjing, China and São Paulo, Brazil with further offices in Australia, China, USA, Brazil and Malaysia, and a network of leading distributors across the Americas, Asia and Europe.
Cardia Bioplastics Chairman, Richard Tegoni, stated “The Cardia Bioplastics Board is excited about the intended merger with Stellar Films Group, a business that will complement and strengthen our Cardia Bioplastics business in its product offering, market position and global reach. The combined business has the scale and resources to deliver the successful implementation of our profitable business growth strategy in our carrier bags, films & packaging, and waste management target market segments. We look forward to working with the Stellar Group Board and management to bring the merger transaction to a successful conclusion”.
- Stellar Films and Cardia Bioplastics partnered to produce sustainable films using Cardia Biohybrid™ patented technology for the personal care and medical products industry.
- Environmentally friendly Biohybrid™ films offer high product performance and are cost competitive.
- Films are strong and tough while delivering a unique soft touch and warm feel ideal for the personal care industry.
- Market launch of these novel films at Outlook Asia 2014, the world’s premier non-woven personal care products conference in Singapore commencing 26 November 2014.
Australian Stellar Films and Cardia Bioplastics partnered to produce environmentally friendly, high quality and cost competitive Biohybrid™ films tailored for the global personal care and hygiene products industry.
Stellar Films are an international manufacturer of finest quality films that fully meet their customers’ needs, including films for the disposable nappy/diaper, feminine hygiene, incontinence and medical disposable markets including films for packing of surgical instruments, surgical drapes and gowns.
Cardia Biohybrid™ proprietary technology combines renewable thermoplastics with polyolefin material to reduce dependence on finite oil resources and lower carbon footprint. The Biohybrid™ film produced on Stellar Films proprietary cast film process exhibits a high performance property profile. It is differentiated through its unique soft touch and warm feel that is ideal for personal care product applications like nappies/diapers, feminine or incontinence products.
Stellar Films will launch the Biohybrid™ film range as environmentally friendly product expansion aimed at capturing a share of the three hundred million dollar hygiene product films market. (1)
Stellar Films Managing Director, Stephen Walters, said: “The combination of performance, environmental profile and cost effectiveness made Cardia Biohybrid™ technology the solution for Stellar Films product needs. The unique texture of the new Biohybrid™ personal care and medical films gives our customers products with a plush, satin feel and appearance.”
Cardia Bioplastics Managing Director, Dr Frank Glatz, said: “Stellar Films is an innovative company, that has developed a strong market position in the personal care and medical films industry. Collaborating with them presents an exciting opportunity to develop high performance Biohybrid™ and Compostable films that are tailored to the global personal care market and are unique in their offering and their low carbon and sustainable benefits.”
"Our partnership with Stellar Films will enable their personal care films customers to purchase innovative film products with reduced dependence on finite oil resources, lower carbon footprint and differentiated product properties.”
Stellar Films new range of Biohybrid™ Films will be launched at Outlook Asia 2014, the world’s premier non-woven personal care products conference in Singapore commencing 26 November 2014.
(1) Capital Market Day 2013, Huhtamaki presentation
Source: Cardia Bioplastics
Corbion Purac will accelerate its thrust into the biotechnology arena, making the next step in the bioplastics value chain by becoming a PLA producer. With entry into PLA, Corbion Purac intends to bring new biodegradable solutions to the plastics industry, and increase global PLA production capacity by a further 75 kTpa.
This announcement forms a part of Corbion's updated strategic direction for 2015 - 2018. Tjerk de Ruiter, CEO of Corbion, comments: "As part of our strategic review we confirmed there is an attractive demand outlook for PLA, albeit at a lower growth pace than previously assumed. Given our strong position in lactic acid, our unique high heat technology and the market need for a second PLA producer, we plan to forward integrate in the bioplastics value chain, from being a lactide provider to a PLA producer."
Corbion intends to invest in a 75 kTpa PLA plant (estimated EUR 60 million capex) in Thailand. "We will only commence with this investment if we can secure at least one-third of plant capacity in committed PLA volumes from customers", states de Ruiter. Corbion will also continue exploring strategic alliances as part of their PLA growth strategy, in order to enhance the business opportunities while mitigating the associated risks.
Corbion Purac will continue selling lactides to both existing and new PLA polymerization customers. Lactide sales for the coatings and adhesives markets will also continue. Many of Corbion's existing polymerization customers have already successfully built a strong local presence and distribution channel, with great market coverage. Worldwide PLA capacity is almost sold out and with the PLA market expected to grow to 600 kTpa by 2025, the market is seeking additional PLA suppliers.
Global demand for biobased and biodegradable plastics will rise 19 percent per year to 960,000 metric tons in 2017
Global demand for biobased and biodegradable plastics will rise 19 percent per year to 960,000 metric tons in 2017. The bioplastics industry, while still in the emerging growth phase, has established itself as a fixture in a number of commercial markets and applications. Robust growth in demand is expected in virtually all geographic markets, driven by consumer preferences for sustainable materials, the increased adoption of bioplastics by plastic processors and compounders, and new product developments that expand the range of applications for bioplastics. However, despite the rapid rise in demand, bioplastics are still expected to account for less than one percent of the overall plastic resin market in 2022.
Biobased commodity resins to be fastest growing types
Starch-based resins and polylactic acid (PLA) will remain the leading bioplastic products through 2017, combining to account for over 60 percent of demand. For starch-based resins, advances will be bolstered by increased regulation of conventional plastic products, particularly plastic bags, as governments around the world continue to promote sustainability. PLA demand will benefit from the development of resins and compounds with enhanced performance attributes, suitable for more durable applications such as fibers, automotive parts, and electronic components.
The most rapid gains in demand, however, are expected for biobased commodity resins such as polyethylene and polypropylene, which are just beginning to enter the commercial market. The rapid adoption of these bioplastics will be fueled by their ability to be used as a “drop-in” for existing applications, as well as by an increased focus on biobased content rather than biodegradability as a desired attribute. By 2022, biobased polyethylene terephthalate (PET) is also expected to become available in commercial quantities and will begin to penetrate the beverage container market.
Western Europe to remain dominant regional market
Western Europe was the largest regional consumer of bioplastics in 2012, accounting for over half of global demand. The region will see strong gains through 2017 as well, bolstered by added regulations and incentives that favor bioplastics over conventional resins. North America will also register strong advances, with demand in the region expected to more than double, driven by rising consumption of PLA and biobased commodity resins. Advances in the Asia/Pacific region will be fueled by robust growth in China, which has become a major consumer of bioplastic resins used to manufacture goods for export.
This study analyzes the 408,000 metric ton world bioplastic industry. It presents historical demand data for 2002, 2007 and 2012, and forecasts for 2017 and 2022 by product (e.g., starch-based resins, polylactic acid, biobased polyethylene, polyester bioplastics, biobased polyamides), market (e.g., containers, packaging film, loose-fill packaging, nonpackaging bags, foodservice disposables, automotive and electronics, agriculture), world region, and for 17 countries.
The study also considers market environment factors, details industry structure, evaluates company market share and profiles 35 industry players, including NatureWorks, Arkema and Novamont.
Source: Freedonia Group
“We continue to advance what has been received as a transformational innovation in the materials space,” said Scott Vitters, general manager, PlantBottle Packaging Innovation Platform. “We believe the power of an idea is in its use and want to achieve global scale, and we know we can’t do that alone.”
PlantBottle packaging now accounts for 30 percent of the company’s packaging volume in North America and 7 percent globally, making Coke the world’s largest bioplastics end user.
Over the last five years, the company’s adoption of the technology has eliminated the equivalent of approximately 450,000 metric tons of CO2 emissions. PlantBottle packaging also has resonated with consumers, helped boost sales of brands like Dasani and generated headlines and won sustainable and innovation awards, and captured the collective attention of the supplier, scientific/academic and investor community. Earlier this year, PlantBottle packaging was recognized by the U.S. Senate Committee on Agriculture, Nutrition and Forestry for helping to fuel the bio-based manufacturing boom during a hearing on Capitol Hill.
Part of this buzz is because PlantBottle Technology is being used to produce more than plastic bottles. From day one, Coke decided to license it to non-competitive companies to expand its application and build a global supply chain for PlantBottle material.
In 2011, Coca-Cola took the first step in this collaborative innovation approach by licensing PlantBottle Technology to H.J. Heinz for use in its ketchup bottles. In 2013, Ford Motor Company announced plans to use the same renewable material found in PlantBottle packaging in the fabric interior of its Fusion Energi hybrid sedan. And earlier this year, the first reusable, fully recyclable plastic cup made with PlantBottle Technology rolled out in SeaWorld and Busch Gardens theme parks across the U.S.
“Once we fully realized the power of PlantBottle Technology, we knew it had real-world, global applications well beyond our own products," said Vitters. "These collaborations demonstrate that this technology can be used across the entire polyester universe – in everything from the inside of a car, to carpet, to clothing – and with a lighter footprint on the planet.”
Coke is actively working with partners around the world to develop a supply chain for PlantBottle material, including teaming up with JBF Industries Ltd. to build a world-scale production facility in Brazil.
Additionally, the company has invested in three leading biotech companies – Virent, Gevo and Avantium – to speed the commercialization of a PET plastic bottle made entirely from plants. Recently, the company made an additional investment in Virent’s development and commercialization of its bio-based technology.
The PlantBottle packaging journey is still just beginning. Coke plans to convert all PET plastic bottles – which account for approximately 60 percent of its packaging globally – to PlantBottle packaging by 2020.
Here are three lessons Coke has learned during the first five years of its PlantBottle Technology journey:
1. PlantBottle Packaging Can Be Used as an Effective Marketing ToolThe environmental and long-term cost benefits of PlantBottle Technology have been clear since day one, but it took the team a few years to realize its potential to build emotional connections with consumers. PlantBottle packaging has proven to be a top differentiator for many Coke brands, particularly its water portfolio, led by Dasani in the U.S. “We’ve seen great momentum and recently introduced the technology across our water portfolio in key markets such as Russia, Great Britain and Italy,” Vitters said.
Now, the technology is rolling out across several tea and juice brands, including Simply, Minute Maid and Gold Peak in the U.S., plus Coca-Cola Life. “The next step is to learn how to use PlantBottle packaging to reinforce intrinsics like plant-based, natural and premium with these brands,” Vitters said.
When it comes to linking the technology with a brand, there's no such thing as a one-size-fits-all marketing approach. The PlantBottle packaging message must be tailored from brand to brand. A soon-to-launch campaign for Coca-Cola, for example, will leverage the proven connection between plants and personal happiness.
“With Coke and the other 20-plus brands in PlantBottle packaging, it’s not about slapping a logo on a pack,” Vitters said. “It’s about positioning PlantBottle packaging authentically and properly in a way that’s relevant to a specific brand’s voice to drive growth.”
2. Cost Improvement, Not Cost Parity, is What Matters Most.PlantBottle Technology has the potential to drive long-term cost advantages for Coke as the plant-based material supply chain develops. Vitters and his team continue to identify new bio-based technologies that are less expensive – and more stable – than volatile, fossil-based resources such as oil and natural gas.
“We’re seeing technologies move from R&D to commercial scale and becoming more real by the day,” Vitters said. “We are investing in and working on solutions that will allow us to both optimize the cost and improve the price predictability of our most important packing system.”
3. Support from the Environmental and Academic Community is Growing.Working together with environmental organizations and researchers, Coca-Cola has been careful to identify current and future plant sources that truly deliver improved sustainability performance and do not compete with food crops.
“There’s a very healthy scientific discussion taking place around uses for biomass that's increasingly prioritizing biomass use for products – like PlantBottle packaging – that can be used multiple times unlike bio-energy or fuel,” Vitters said. PlantBottle Technology uses natural sugars found in plants to make ingredients identical to fossil-based ingredients traditionally used in polyester fibers and resin for bottles.
Coke is focused on PlantBottle Technology’s use of responsibly sourced biomaterials that can be reused and recycled again and again. Work is also underway to develop new technologies to source sugars from plant waste such as barks, stems and peels, and Coke is partnering with World Wildlife Fund (WWF) to create guiding principles for sourcing agricultural feedstocks.
Vitters also says the program’s progress can be attributed the fact that a “collaboratively matrixed” team – which includes R&D, Supply Chain, Marketing, Procurement and other functions – is stewarding the PlantBottle Technology platform, and because Coke has been willing to share the technology to drive scale.
“I think the results we’ve seen with PlantBottle Technology can be replicated,” he said. “Our work is built around a strong leadership commitment against a big bet and a compelling business case.”
"Today's society with new consumption habits needs new designs that adapt to its needs. The pace of life reduces the frequency of going shopping, which means that containers need to preserve the product for a longer period of time. What is more, there is a need to take into consideration the concern of packaging manufacturers and packagers to address the new trends in production and logistics systems and offer fresh solutions at a competitive price. It will be possible to achieve this aim if the development of new containers is adapted to the technology currently being used and if the design is optimized to cut the amount of material used," explained Pedro Guerrero, researcher in Renewable Materials Engineering at the Polytechnic University School of the UPV/EHU-University of the Basque Country.
One of the environmental strategies that is being implemented is the use of materials obtained by using raw materials coming from renewable sources which, once their life cycle is over, have the capacity to biodegrade. "Right now, these materials only account for 1% of world production, according to data from European Bioplastics, but in the short term this market share is expected to grow and could see a fourfold increase by 2017. Specifically, world production of bioplastics in 2013 was 1.6 million tonnes and is expected to reach 6.2 million tonnes by 2017, according to the Institute for Bioplastics and Biocomposites. Within this line of research the BIOMAT group is running various projects with applications in food packaging and in other sectors like pharmaceuticals, electronics or transport."
The bioplastics industry is a dynamic, constantly growing sector, which has enabled the selling price of these materials to be cut, and in the near future their price is expected to be comparable with those of conventional plastics. This aspect has made it possible to gear the applied research in the food packaging sector towards the development of containers based on biodegradable and/or renewable materials. One of the lines of research of the UPV/EHU's BIOMAT group is to prepare renewable, biodegradable polymer blends so as to improve the properties of the materials and cut their costs.
So this research group has developed a new biodegradable/compostable container for both liquid and solid oily products; agro-industrial by-products have been used and this will contribute towards the sustainable consumption of raw materials and the upgrading of by-products. The container is transparent and, at the same time, provides an excellent barrier for keeping out ultraviolet light and gases like oxygen. Multilayer laminates are generally used as a barrier against gases, yet the product developed by the BIOMAT group has a single layer, which cuts its cost considerably. Furthermore, it can be thermally sealed and is printable.
This new container, which acts as a barrier between the food and the outside, moves from being a mere container (passive packaging systems) to performing an active role in the maintenance and even improvement of the quality of the food. The main function of this container is to prolong the useful life of the packaged food through the control of permeation phenomena, either through the use of barrier materials or through the retaining of harmful substances and/or the incorporating of beneficial substances for the packaged food. "In the specific case of the deterioration of the food owing to oxidation reactions," added Prof Guerrero, "you have to bear in mind that this is a reaction started by free radicals that progresses very rapidly, and this makes it difficult to control. To delay or inhibit this reaction, it is possible to use various strategies that act directly on the oxygen or on the species capable of reacting with it. In the first case, it is possible to prevent gas entering from the outside by means of barrier materials; in the second case, it is possible to resort to the adding of antioxidants, either inside the container on in the container itself. The demand by consumers for products that do not contain synthetic chemical compounds has led to a growing interest displayed by the food industry in the development of active containers with natural additives."
The BIOMAT group has manufactured an active container with natural antioxidant agents for full-fat, fat or semi-fat cheeses, and cheese portions. The packaging makes the product last longer in a good condition, which plays an important role not only in the quality of the product but also in reducing discarded, uneaten food.