Pinnacle Foods Inc. and Boulder Brands, Inc. have entered into a definitive agreement for the acquisition of Boulder Brands by Pinnacle Foods, in a strategic transaction that expands Pinnacle’s presence in growing and complementary health and wellness categories. The transaction also provides Pinnacle with a new growth platform in refrigerated foods.
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 USD11.00 per share, in a transaction valued at approximately USD975 million, including approximately USD265 million of net 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 EPS beginning in 2016.
Boulder Brands, headquartered in Boulder, Colorado, manufactures a portfolio of health and wellness brands, including Udi’s® and Glutino® gluten-free products, EVOL natural frozen meal offerings, and Smart Balance® and Earth Balance® refrigerated and shelf-stable spreads businesses. The Boulder Brands portfolio is sold in both traditional and natural and organic channels in the U.S., with a consumer base that skews younger than that of Pinnacle’s current portfolio average. Annual net sales of Boulder Brands totaled over USD500 million in 2014.
Commenting on the announcement, Pinnacle Foods Chief Executive Officer Bob Gamgort stated, “The acquisition of Boulder Brands further expands our health and wellness portfolio, currently anchored by the Birds Eye® and gardein™ brands. 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, Colorado. In this regard, we plan to retain Boulder’s existing headquarters location.”
Dean Hollis, Chairman of Boulder Brands, said, “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.”