News | June 4, 2001

BCP Ingredients finalizes acquisition of certain assets of DCV and its affiliate, DuCoa L.P.

Balchem Corporation (Amex: BCP - news) announced that its wholly owned subsidiary BCP Ingredients, Inc. has closed the acquisition contemplated by its previously announced agreement for the purchase of certain assets relating to the choline animal feed, human choline nutrient, and encapsulated products businesses of DCV, Inc. and its affiliate, DuCoa L.P., including DuCoa's manufacturing facility in Verona, Missouri.

The agreement calls for a purchase price of $14.98 million, subject to certain adjustments, and the assumption by the buyer of certain obligations relating to the acquired assets. It also calls for possible contingent payments up to a maximum of $3 million based on certain operations of the acquired product lines achieving certain gross margin levels over the three year period following the closing.

Financing for the transaction has been obtained through a $13.5 million term loan from Fleet National Bank. This facility is secured by substantially all assets of Balchem and BCP Ingredients, Inc. other than real properties.

Dino A. Rossi, President and CEO of Balchem Corporation, commented, ``We are very excited to acquire these assets. They provide key strategic capabilities to expand into the growing nutrient fortification marketplace. In addition, the Missouri facility will expand our manufacturing, technology and distribution platforms.''

Balchem Corporation offers microencapsulated ingredients to the food industry for applications in meat processing, dough leavening, flavor enhancement and shelf-life improvement; and to the animal nutrition markets by supplying encapsulated nutritional supplements for use in animal health; and provides specialty packaging of chemical gases used primarily in the sterilization market segment and supplied to the health care industry.

This release contains forward-looking statements, which reflect Balchem's expectation or belief concerning future events that involve risks and uncertainties. Balchem can give no assurance that the expectations reflected in forward-looking statements will prove correct and various factors could cause results to differ materially from Balchem's expectations, including risks and factors identified in Balchem's annual Report on Form 10-K for the year ended December 31, 2000. Forward-looking statements are qualified in their entirety by the above cautionary statement.

Source: Balchem Corporation