Diana ingredients acquired by AXA Private Equity from Cognetas Paris June 5, 2007

AXA Private Equity, in association with the management team headed by Olivier Suquet, has signed a share purchase agreement with Cognetas for the acquisition of Diana Ingredients, for an enterprise value of approximately €710 million. The transaction will be completed through a LBO in which AXA Private Equity will hold the majority of the capital of the natural ingredients producer.

Diana Ingredients is a group specialised in producing and selling natural ingredients used in the pet food, human food & beverages and pharmaceutical industries. The group is the world N°1 in flavors for pet food and has leading positions in natural extracts and culinary ingredients. Following the transaction, AXA Private Equity will hold the majority of the capital of Diana Ingredients. Cognetas, current majority shareholder, will renew its confidence in the group by co-investing as a minority shareholder.

«We are convinced that AXA Private Equity is the right partner to bring us the financial support for our international development, which will be pursued through internal growth and through strategic acquisitions. The firm’s active support in the development of its portfolio companies, the well-known AXA name and the access to its worldwide network will be clear advantages to facilitate our group’s expansion over the coming years» stated Olivier Suquet, CEO of Diana Ingredients.

Bruno Ladrière, Director at AXA Private Equity, underlined: « We are very excited to complete this transaction. Diana Ingredients is leader on its market segments, in particular thanks to the unmatched experience of its team, outstanding R&D capabilities, high quality products, an international manufacturing footprint and a responsive commercial organisation close to clients. Our ambition is that Diana Ingredients become a strong development platform, including through external growth, to reinforce its market positions in several product segments and regions, among which Asia, the USA and Eastern Europe. ».

Patrick Eisenchteter, Partner at Cognetas, stated: « We are delighted to have backed a dynamic management team to develop further Diana Ingredients as a worldwide quality supplier in the industry. The work done over the last three years across the three divisions has put the business on extremely sound and robust grounds which will help sustain its continued growth. I am confident that Olivier Suquet and his team will take this business forward to a new level and I wish them well. ».

Diana Ingredients employs more than 1,000 people and has 17 plants across the world (in Europe, the United States, Latin America and Australia). Headquarters are located near Vannes (Brittany region, France). 2006 group revenues were €254 million. For 2007, the group expects revenues close to €280 million. The change in the majority shareholding has no impact for the group’s organisation and its employees as Diana Ingredients will pursue the development strategy implemented over the past few years.

Diana Ingredients’ strengths mainly stem from the group’s innovation capabilities, a broad product range and a strong international presence. The group is able to offer ingredients with high functional and nutritional value-added to its clients on a global scale, while adapting to the specifics of local markets.

BNP Paribas and Royal Bank of Scotland have been appointed as Global Mandated Lead Arrangers and Sole Bookrunners for the financing of the acquisition and Royal bank of Scotland as Agent.

This transaction is subject to the approval by anti-trust authorities.

About AXA Private Equity

AXA Private Equity, an AXA Investment Managers company, is a world leader in private equity investments. It offers a wide selection of funds across a full range of asset classes: Buyout, Expansion and Venture Capital, Co-Investment, Mezzanine and Funds of Funds (primary, early secondary and secondary). AXA Private Equity manages and advises private equity funds with assets in excess of €10 billion for major European and international investors and has offices in Paris, Frankfurt, London, Milan, New York and Singapore. With a constant focus on transparency, performance and sustainable profitability, AXA Private Equity is distinguished by the expertise of its staff and its international reach.

List of people and advisors involved in the Diana Ingredients transactions

1. Buyer

AXA Private Equity

• Bruno Ladrière
• Lise Fauconnier
• Thibault Basquin

Advisors to AXA Private Equity

• M&A: Lincoln International (Ludovic Rodié, Jean-René Hartpence)
• Legal: Weil Gotshal & Manges
•           Corporate: David Aknin, Grégoire Andrieux
•           Financing: Cassandre Porges
•           Tax/Structuring: Stéphane Chaouat, Edouard de Lamy
•           Competition: Maria Trabucchi,Jérôme Fabre
• Due-diligences :
•           Market: Diligence Partners (Delphine Mathez, Philippe Kaas)
•           Financial: PwC Transaction Services (Hervé Mader, Erwan Colder)

2. Seller

Cognetas

• Patrick Eisenchteter
• Maxime Faguer

Advisors to Cognetas

• M&A : Hawkpoint Partners (Edouard Debost), BNP Paribas Corporate Finance (Thierry Dormeuil)
• Legal: Latham & Watkins (Thomas Forschbach, Gaëtan Gianasso )
• Vendor Due-Diligences:
•           Market : Advention (Frederic Misse, Jean-Michel Schmitt)
•           Financial: PwC Transaction Services (Martin Naquet-Radiguet, Laurence Byrne)
•           Legal: Latham & Watkins (Gaëtan Gianasso, Emmanuelle Clidière)
•           Tax: Landwell (Fabien Radisic)
•           Social: Landwell (Bernard Borrely)
•           Environment: URS (Bertrand Latrobe)
• Financing : Blenheim (Jonathan Guise, Romain Cattet)

3. Debt financing

• BNP Paribas (Gilles Vanel, Aparna Garodia), Royal Bank of Scotland (François Guichot-Perere,
  Véronique Boucher, Laura Scolan)
• Legal advisor: Ashurst (Laurent Mabilat)

4. Management

• Financial advisor: Callisto (Hervé Couffin, Sébastien Blot)
• Legal advisor: Salans (Pascal Chadenet)

Contacts Presse

AXA Private Equity
Jérémie Delecourt
jeremie.delecourt@axa-im.com
Tel. + 33 1 44 45 60 73
Fax. + 33 1 44 45 93 31

Diana Ingrédients
Olivier Suquet
osuquet@diana-ingredients.com
Tel. + 33 2 97 48 49 01
Fax +33 2 97 48 49 10

Cognetas - Shan
Stéphane Petibon-Floresco
st.petibon@shan.fr
Tel : + 33 1 44 50 51 75
Fax : + 33 1 42 97 54 74