PARISPPANY, NJ – Pinnacle Foods has entered into an agreement to acquire Boulder Brands for approximately $975 million. Boulder Brands is a manufacturer of gluten-free and frozen food products as well as a line of shelf-stable spreads under the Udi’s, Glutino, Evol and Smart Balance brands.
 |
| Bob Gamgort, CEO of Pinnacle Foods |
“The acquisition of Boulder Brands further expands our health and wellness portfolio, currently anchored by the Birds Eye and gardein brands,” said Bob Gamgort, CEO. “In addition to being a synergy-rich, accretive transaction with on-trend brands, the acquisition provides us with an important health and wellness talent pool in Boulder, Colo. In this regard, we plan to retain Boulder’s existing headquarters location.”
Under the terms of the agreement, Pinnacle Foods intends to launch a tender offer to acquire all of the outstanding shares of Boulder Brands for $11 per share, in a transaction valued at approximately $975 million, including approximately $265 million of debt. The transaction is subject to customary closing conditions and is expected to be completed in the first quarter of 2016. Pinnacle expects the transaction to be accretive to earnings per share beginning in 2016.
 |
| Dean Hollis, chairman of Boulder Brands |
“Boulder Brands’ purpose has been to ‘lead change and improve lives’ and today marks an important milestone in that journey,” said Dean Hollis, chairman of Boulder Brands. “Together with Pinnacle Foods, Boulder Brands will have additional and stronger resources to drive our brands and deliver value to customers and consumers, while providing new opportunities for employees. We expect a seamless transition and look forward to accelerating our growth across an impressive collection of health and wellness brands as part of Pinnacle Foods.”
During the third quarter, ended Sept. 30, Boulder Brands’ net income was $354,000, equal to 1 cent per share on the common stock, which compared with a loss of $132,159,000 in the same period during the previous year. Sales totaled $132,917,000, which compared with $133,865,000 a year ago. Annual net sales for the company totaled over $500 million in 2014.
The transaction will be funded with cash on hand and new debt, and Pinnacle anticipates that, over the next two years, it will increase Boulder Brands’ 2015 consensus adjusted EBITDA of $62 million by approximately 50 percent, through a combination of synergies and previously identified cost savings, partially offset by the impact of portfolio optimization that Pinnacle said it plans to undertake.
