Barry Callebaut AG

1842–1952

Franco-Belgo-Swiss Barry Callebaut AG is the world's largest manufacturer of chocolate and cocoa products for industrial and consumer use. Barry Callebaut has its corporate headquarters in Zurich, Switzerland, while maintaining its French and Belgian roots. Barry Callebaut operates 30 cocoa processing and chocolate production facilities in 22 countries in Europe, North America, Latin America, and the Asia/Pacific region. The only vertically integrated chocolate concern in a $60-billion-in-sales industry, Barry Callebaut processes 15 percent of the world's cocoa production, supplying an estimated 35 percent of the world's gourmet chocolatiers. The company's history comprises the heritages of two companies, Belgian chocolate maker Callebaut and its French rival Cacao Barry. The two companies merged in the mid-1990s, a deal orchestrated by Swiss financier Klaus J. Jacobs, whose company, Klaus J. Jacobs Holdings, owns a majority stake in Barry Callebaut.

300 Years of Chocolate History

Both Cacao Barry and Callebaut trace their origins to the 19th century, yet both companies entered their respective core markets--cocoa and chocolate production--in the early decades of the 20th century. Cacao Barry was founded in 1842 by Charles Barry in Meulan, France. The Barry family entered cocoa production in 1920, building a facility in Meulan that would remain one of Cacao Barry's most important production facilities through the end of the century.

Belgium's Callebaut family entered the trade in 1850, operating a brewery, malt, and dairy company, before turning to chocolate production in 1911. The Callebaut family's original chocolate products were chocolate bars; chocolate couverture, or covering, products--extending the company's production of industrial use chocolate--were introduced in 1925. By then the Barry family company had been taken over by another family, the LaCarre family. The LaCarres would keep the Cacao Barry name, however.

Barry and Callebaut operated, in large part, complementary product lines throughout the century, with the former processing raw cocoa for use by chocolate producers such as the latter. Nevertheless, Barry would gain a reputation for its own fine quality chocolate products--and especially its industrial use chocolates. Meanwhile, Callebaut's small family-run operation benefited from the increasing worldwide interest in Belgian chocolates, considered by many to be the finest chocolates in the world. Callebaut began exporting its products in 1950, building up the Callebaut name in the European and North American markets.

During this time Barry began imposing itself as one of the world's premier cocoa products producers. Seeking to extend its activity to complete control of the cocoa production process, Barry initiated partnerships with the principal cocoa-producing countries. This course would lead the company to implant itself on the African continent. In 1952 Barry opened production facilities in Cameroon and in the chief cocoa bean producing nation of the Ivory Coast.

Jacobs Holdings announced its agreement to sell off its consumer candy holdings to the Philip Morris Group for a purchase price worth nearly $2 billion.

1840–1987

Barry's expanding grip on cocoa processing and cocoa products manufacturing would lead the company to withdraw from the consumer products segment in the mid-1960s in favor of continuing to boost its share of the industrial use cocoa market. At the same time, Barry sought to expand its presence in the chief cocoa consuming markets, principally the European and North American markets. This expansion would lead the company to build or acquire factories in England, Canada, and in the United States, where the company acquired US Cocoa, one of the United States' leading cocoa powder producers.

Mergers and Acquisitions: 1970s-90s

Barry's expansion continued in the 1970s, including the acquisition of Italy's Sicao. Callebaut also was extending its presence in Italy, building a plant and opening one of its Chocolate Schools there. Meanwhile, Barry's control of the cocoa market increased with the acquisition of Cacao Processing United in Louviers, France; under Barry's leadership, the Louviers plant specialized in cocoa bean processing, grinding, and pressing, for the production of the principal cocoa products: cocoa powder, cocoa liquor, and cocoa butter. In 1974, Barry would take over one of its chief domestic competitors, with the acquisition of Belgium's Goemaere.

The 1980s, however, would see changes in ownership for both Barry and Callebaut. The Callebaut family business was taken over by Interfood, a subsidiary of Tobler-Suchard, maker of chocolate and cocoa consumer products. The Callebaut family did not withdraw from chocolate-making entirely: in 1982 Bernard Callebaut moved to Canada, where he founded Chocolaterie Bernard Callebaut. In 1983 Interfood was in turn bought up by Klaus J. Jacobs, then in the process of building a consumer chocolate empire. The resulting Jacobs Suchard became one of the world's leading chocolate manufacturers.

Barry, too, had lost its independence. In 1982 the company was taken over by fellow French concern Sacré et Denrées. Nevertheless, Barry, like Callebaut, continued operations under its own name. A crucial step in Barry's expansion was taken in 1985, when the company acquired Bensdorp, of Bussum in The Netherlands. The Bensdorp name was already known worldwide. Founded in 1840 by Gerard Bernadus Bensdorp, this company built its success on two processes that became important for the overall cocoa trade. These processes were the alkalization--or "Dutching"--of cocoa, and the separation of cocoa butter from the cocoa mass. The main Bussum facility was established in 1884, and it remained in operation through the 20th century. Under Barry's ownership, Bensdorp continued to produce its own branded cocoa products.

Jacobs Suchard continued its own expansion drive, acquiring the United Kingdom's S&A Lesne in 1985. In 1987 Jacobs Suchard purchased the Brach candy company, based in Chicago, Illinois, a move intended to enable Jacobs Suchard, by then with annual sales topping $3 billion, to enter the U.S. consumer candy market. This acquisition, however, proved somewhat disastrous and would lead Jacobs into a retreat from the consumer chocolate market. Soon after the Brach acquisition, Klaus J. Jacobs Holdings announced its agreement to sell off its consumer candy holdings to the Philip Morris Group for a purchase price worth nearly $2 billion. These operations were combined with Philip Morris's Kraft foods subsidiary to form the Kraft-Jacobs-Suchard division.

1987–1998

Klaus Jacobs, however, would retain Jacobs Suchard's industrial chocolates divisions. Jacobs would also be left holding the Brach candy subsidiary, which later merged with Tennessee-based rival Brock's in the 1990s. With his chocolate holdings pared down, Jacobs once again consolidated around the Callebaut industrial use chocolates operation. Jacobs would retain 100 percent control of Callebaut, keeping the company private until after its late 1990s merger with Cacao Barry.

In 1987 Barry added a new cocoa processing plant in its Meulan, France base. Not long after, the company found itself under new ownership. In 1992 the Société Centrale d'Investissement (SCI) acquired control of Cacao Barry. Under SCI's ownership, Barry expanded in the United Kingdom, adding a chocolate production unit there. SCI's losses--which reached FRF 8.3 billion in 1994--would, however, lead the investment group to bring in a new partner in that year, selling 49 percent of Cacao Barry to the Compagnie Nationale à Portefeuille (CNP), an investment vehicle held by the Albert Frère group.

Two years later, Klaus Jacobs gained access to Barry by purchasing, through Callebaut, CNP's share of Barry, before acquiring complete control from SCI. The purchase price was reportedly near $400 million. The merger, named Barry Callebaut, with headquarters at Jacobs' Zurich base, created the world's leading producer of industrial use cocoa and chocolate. The merger also brought Jacobs back into the ranks of the world's leading chocolate manufacturers.

The company's existing operations underwent a restructuring, reinforcing the two companies' mostly complementary operations, while combining the two companies' brand recognition. Barry Callebaut's brand lines now included the Bensdorp brand of cocoa powders; the Barry and Callebaut brands of gourmet chocolate and cocoa products; and the new Barry Callebaut brand of industrial use cocoa powder, butter, liquor, and chocolate.

The merger nearly fell through, however. The company's extensive international implantation required it to receive clearance from the antitrust review boards of the countries concerned. The company met the most resistance in Callebaut's Belgian home, where the merger was, in fact, rejected. Barry Callebaut won out, however, on a technicality (the review board handed down their decision too late), and the merger was allowed to be completed. As part of the merger, Barry Callebaut agreed to sell off part of its Goemaere cocoa production unit.

Barry Callebaut's antitrust difficulties forced it to postpone a planned public offering. This was finally achieved in June 1998, when Barry Callebaut placed a listing on the Zurich Stock Exchange. Klaus Jacobs remained in control of the company, with nearly 70 percent of its shares. The public offering gave Barry Callebaut further impetus for a reinvigorated expansion campaign.

1995–2005

Barry Callebaut sought to extend its dominance of the Western European and North American chocolate markets--the primary chocolate markets worldwide--to those of other parts of the globe. On the Barry side, the company already had entered the Eastern European market in 1995, with the construction of Cacao Barry Polska, a chocolate production facility. Callebaut, meanwhile, had been looking to expand in the booming Asian market, where chocolate was beginning to find some popularity, by opening sales offices in Singapore and Hong Kong. In 1997 the company began construction on a state-of-the-art chocolate production facility in Singapore, with plans to extend distribution from there to such markets as Vietnam, China, Hong Kong, the Philippines, and Japan, as well as covering the New Zealand and Australian markets.

Barry Callebaut also moved to consolidate its main markets. In 1998 the company acquired Van Leer Chocolate, based in the United States. This acquisition was followed by the acquisition of Carma-Pfister AG, a Swiss-based chocolate company, in January 1999. These moves were followed soon after by the acquisition of Chadler Industrial de Bahia. The February 1999 purchase of Brazil-based Chadler was aimed at enabling Barry Callebaut to enter the South American market.

De Maeseneire Taking the Helm in 2002

Barry Callebaut held sway as a chocolate giant at the end of the century, but the company's formidable size did not make it immune to the problems suffered by smaller chocolatiers. Barry Callebaut's stock price languished, as it recorded several years of lackluster profits. The financial malaise led to a change in leadership, prompting Schmid to relinquish his post as chief executive officer to focus exclusively on serving as the company's chairman. To replace Schmid, the company recruited Patrick G. De Maeseneire from Adecco, S.A., a Swiss temporary employment agency partly owned by KJ Jacobs AG. De Maeseneire was named chief executive officer in June 2002 and quickly began reorganizing the company's plants, striving to rid the network of inefficiency. For example, a plant in New Jersey that was involved in a gamut of chocolate and cocoa manufacturing activities was given the sole task of making liquid chocolate. De Maeseneire also began serving the private label businesses operated by retail chains such as Wal-Mart and Aldi in Germany. "We asked ourselves, 'Why will outsourcing happen in the computer and car industries and not in the food industry?,'" De Maeseneire said in an April 11, 2005 interview with Forbes. "Well, it is happening," he added.

De Maeseneire's actions produced encouraging results. Within two years of his arrival, Barry Callebaut's shares doubled in value. Sales and earnings per share recorded double-digit increases, adding to the vibrancy of the company. The first years of De Maeseneire's tenure also included several significant acquisitions that added to investors' confidence. In mid-2002, the company strengthened its consumer business by acquiring a German chocolate company named Stollwerck, paying $225 million to gain control over the company's 17 brands, with the addition of Stollwerck's Sarotti label regarded as the jewel of the bunch. The following year, Barry Callebaut acquired a company familiar to KJ Jacobs AG, purchasing Brach's for a bargain price of $16 million in assumed debt. In 2004, the company acquired a Danish-Swedish chocolate and cappuccino vending products company named AM Foods K/S. As the company plotted its future course, some analysts were convinced the company was looking to complete the acquisition of a premium brand, suggesting that Neuhaus, a Belgian label, was within De Maeseneire's sights. De Maeseneire, in his interview with Forbes, brushed off the suggestion. "We don't want to be a European company only," he said. "We want to be a global company."