RECOMMENDED CASH ACQUISITION
OF
TREATT PLC (“Treatt” or the “Company”)
BY
DÖHLER FINANCE MANAGEMENT B.V. (“Döhler”)
(an indirect wholly-owned subsidiary of Döhler Group SE)
to be effected by means of a Scheme of Arrangement under
Part 26 of the Companies Act 2006
Summary
- The boards of Döhler and Treatt are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Döhler to acquire the entire issued and to be issued ordinary share capital of Treatt not already owned by Döhler (the “Acquisition“).
- Under the terms of the Acquisition, Treatt Shareholders will be entitled to receive:
for each Treatt Share: 305 pence in cash
- In addition, the Acquisition allows for the distribution of the previously announced final dividend for the year ended 30 September 2025 of 3 pence per Treatt Share to be paid on 13 May 2026 to Treatt Shareholders on the register as at the close of business on 7 April 2026 (the “Final Dividend“).
- The terms of the Acquisition (excluding the Final Dividend) value the entire issued and to be issued ordinary share capital of Treatt at approximately £183 million and represent a premium of approximately:
- 48 per cent. to the Closing Price of 206 pence per Treatt Share on 28 April 2026 (being the last Business Day before the date of this Announcement);
- 48 per cent. to the volume-weighted average price of 206 pence per Treatt Share for the one-month period ended 28 April 2026 (being the last Business Day before the date of this Announcement);
- 47 per cent. to the volume-weighted average price of 208 pence per Treatt Share for the three-month period ended 28 April 2026 (being the last Business Day before the date of this Announcement); and
- 17 per cent. to Natara’s original cash offer dated 8 September 2025 and 5 per cent. to Natara’s increased “final” cash offer dated 6 October 2025.
- The Döhler Group has a deep understanding of the Treatt Group’s business, having worked closely with the Treatt Group over many years as a strategic supplier and customer, and these insights have allowed the Döhler Group to develop a differentiated perspective on the Company. Whilst the Döhler Group remains supportive of the strategy outlined by Treatt and recognises the recent steps taken to stabilise the operating performance of the Company, it believes that public markets are unlikely to provide the necessary support to the Company to deliver its strategy due to the public markets’ focus on short-term performance. Döhler firmly believes that it would be the right partner to unlock the full extent of the Treatt Group’s growth potential as its support and advanced distribution capabilities will provide the Company with the platform and flexibility to accelerate the execution of its long-term strategic agenda in a privately-owned setting.
- The terms of Döhler’s proposal represent an attractive value in cash for Treatt Shareholders at a substantial premium to the current share price, and at a time of considerable sector-wide disruption and ongoing geopolitical and macroeconomic uncertainty. For the Treatt Group’s business, it would unlock opportunities which are not available to the Company in the public markets, fuelled by an enhanced ability to invest in long-term growth, and supported by the Döhler Group’s scale and expertise to integrate acquisitions, focus on investing in businesses, and ability to create a leading global ingredients platform.
- The Acquisition is expected to be effected by means of a Court-sanctioned scheme of arrangement between Treatt and Scheme Shareholders under Part 26 of the Companies Act, although Döhler reserves the right to elect to implement the Acquisition by way of a Takeover Offer, subject to the consent of the Panel (where necessary) and the terms of the Cooperation Agreement.
- If any dividend, distribution or other return of capital is announced, declared, made or paid, or becomes payable, in respect of Treatt Shares on or after the date of this Announcement and before the Effective Date (other than the Final Dividend), Döhler reserves the right to reduce the consideration payable in respect of each Treatt Share by the amount of all or part of any such dividend or other distribution. If Döhler exercises this right or makes such a reduction in respect of a dividend, distribution or other return of capital that has not been paid, Treatt Shareholders will be entitled to receive and retain that dividend, distribution or other return of capital declared, made or paid.
Background to and reasons for the Acquisition
The Döhler Group has long admired the Treatt Group’s business and its rich heritage, and its experience in observing the Company as its largest shareholder has reinforced its views on the quality of the business and its strong people-first culture.
Döhler believes there is attractive industrial logic for a combination of the Döhler Group and the Treatt Group and sees a clear opportunity to accelerate Treatt Group’s growth trajectory through focused investment and disciplined execution.
Döhler believes that the Acquisition offers strategic and operational benefits, including:
- Highly complementary portfolios and geographic reach – the Döhler Group and the Treatt Group operate in adjacent and complementary segments of the natural ingredients and flavour value chain, creating a stronger, more competitive and globally-integrated ingredients platform.
- Ability to deliver a stronger customer proposition supported by a strong U.S. footprint – the Acquisition combines the Treatt Group’s deep expertise in high‑performance natural extracts with the Döhler Group’s technology-driven ingredient systems and integrated solutions capabilities, supported by the Treatt Group’s strategically attractive U.S. production footprint and the expected immediate cross‑selling opportunities across new geographies and strategic accounts.
- Enhanced innovation capabilities – the Enlarged Group will create a differentiated innovation engine centred on unlocking customer insights and championing emerging category trends.
- Scaled global platform with strategic flexibility – the Acquisition creates a larger, more resilient global platform better positioned to navigate sector‑wide disruption.
- Long-term investment horizon and people-led value creation – the Acquisition allows the Treatt Group to benefit from the Döhler Group’s family‑owned, long‑term ownership model, providing stability and sustained investment capacity.
For the reasons outlined above, Döhler firmly believes the Acquisition provides significant benefits to Treatt and its stakeholders which would not be available on a standalone basis.
Recommendation
- On 19 January 2026, Treatt and Döhler entered into the Relationship Agreement pursuant to which Döhler has the right to nominate one candidate for appointment to the Treatt Board as a director. On 1 February 2026, Helga Moelschl was appointed to the Treatt Board by Döhler pursuant to that right. The Treatt Board has, therefore, formed a committee of directors comprising all members of the Treatt Board from time to time other than Helga Moelschl (the “Independent Committee”) to consider the Acquisition and determine on behalf of the Treatt Board whether to recommend Scheme Shareholders vote in favour of the Scheme (or accept the Takeover Offer, if applicable).
- The Independent Directors, who have been so advised by Peel Hunt and Investec as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Independent Directors, Peel Hunt and Investec have taken into account the commercial assessments of the Independent Directors. Peel Hunt and Investec are providing independent financial advice to the Independent Directors for the purposes of Rule 3 of the Code.
- Accordingly, the Independent Directors intend to recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and Treatt Shareholders vote in favour of the Resolution(s) at the General Meeting (or in the event that the Acquisition is implemented by way of a Takeover Offer, that Treatt Shareholders accept or procure acceptance of such Takeover Offer) as the Treatt Directors who hold Treatt Shares have irrevocably undertaken to do in respect of their entire beneficial holdings of Treatt Shares, amounting in aggregate to 22,201 Treatt Shares representing approximately 0.04 per cent. of the issued ordinary share capital of Treatt as at 28 April 2026 (being the last Business Day before the date of this Announcement). Further details of these irrevocable undertakings, including the circumstances in which they cease to be binding, are set out in Appendix 3 to this Announcement.
Shareholder support
- Döhler has also received non-binding letters of intent from certain Treatt Shareholders who between them hold directly or indirectly, in aggregate, 7,128,142 Treatt Shares representing approximately 12.0 per cent. of the issued share capital of Treatt as at 28 April 2026 (being the last Business Day before the date of this Announcement) each stating its intention to vote (or procure a vote) in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting in respect of its holdings of Treatt Shares. Further details of these letters of intent are set out in Appendix 3 to this Announcement.
Timetable and Conditions
- The Acquisition will be subject to, among other things: (i) the approval of the requisite majority of Scheme Shareholders at the Court Meeting and the passing of the Resolution(s) at the General Meeting; (ii) receipt of competition clearances in Austria, Ireland, the United Kingdom and the United States; (iii) the sanction of the Scheme by the Court and a copy of the Court Order being delivered to the Registrar of Companies; and (iv) the Scheme becoming Effective no later than the Long Stop Date. The Acquisition will also be subject to the other terms and Conditions set out in Appendix 1 to this Announcement, and to the full terms and conditions which will be set out in the Scheme Document.
- The Acquisition will be put to Scheme Shareholders at the Court Meeting and to the Treatt Shareholders at the General Meeting. To become Effective, the Scheme must be approved by a majority in number of the Scheme Shareholders present, entitled to vote and voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. In addition, the Resolution(s) must be passed by the requisite majority or majorities at the General Meeting (expected to be held immediately after the Court Meeting). Following the Court Meeting, the Scheme must also be sanctioned by the Court. Finally, a copy of the Court Order must be delivered to the Registrar of Companies, upon which the Scheme will become Effective. The Scheme must become Effective by no later than the Long Stop Date.
- The Scheme Document will include full details of the Scheme (including the expected timetable for the Acquisition), together with notices of the Court Meeting and the General Meeting and the Forms of Proxy, and will specify the actions to be taken by Treatt Shareholders. The Scheme Document will be posted to Treatt Shareholders within 28 days of this Announcement (unless a later date is agreed between Döhler, Treatt and the Panel).
- The Acquisition is expected to complete in Q3 2026, subject to the satisfaction (or, where applicable, waiver) of the Conditions set out in Appendix 1 to this Announcement, and to the full terms and conditions which will be set out in the Scheme Document.
- Commenting on the Acquisition, Martin Tolksdorf, Chief Marketing Officer of Döhler Group SE, said:
“The Döhler Group has long admired Treatt as a high‑quality business with a rich heritage of product excellence, strong customer relationships and a deep‑rooted culture of innovation. Having worked closely with Treatt over many years as a strategic supplier and customer, we are excited at the prospect of expanding our partnership with Treatt.
As a family-owned business founded over 185 years ago, the Döhler Group has a long‑term approach to ownership, and we firmly believe that bringing Treatt into the Döhler Group represents a natural and highly complementary evolution of our partnership. By combining two businesses with closely aligned values, technical expertise and customer‑led cultures, we can further expand our product offering, build on our combined innovation capabilities and enhance the end-to-end solutions we provide to customers globally.
The Döhler Group remains committed to driving sustainable and responsible growth and we are excited at the opportunity provided by the Acquisition to accelerate the execution of Treatt’s strategic agenda.”
- Commenting on the Acquisition, Vijay Thakrar, Chair of Treatt, said:
“The Board believes that the proposed acquisition by Döhler represents a positive outcome for Treatt shareholders, providing the certainty of a cash exit for shareholders at an attractive value. It also provides enhanced long-term support for Treatt within a larger strategic platform with access to significant resources.
Döhler would be a highly complementary owner for Treatt, offering the scale, resources and global platform to support the business’ development over time. The combination of Treatt’s technical expertise and innovation capabilities with Döhler’s established ingredients platforms and international distribution network creates a strong foundation for future growth within an ownership structure with family culture and long-term investment at its core. Being part of the Döhler Group will provide significant development opportunities for Treatt’s employees and for Treatt to accelerate its new product innovation to develop even more products for customers with access to Döhler’s deep ingredients expertise.
On behalf of the Board, I would like to acknowledge the contribution made by colleagues across the Treatt Group to the development of the business to where it is today and to thank them sincerely for their continued hard work, dedication and commitment. We believe that becoming part of the Döhler Group positions the business well for its next phase and will deliver a positive outcome for shareholders, employees and customers alike.“