Acquisition to Mark the Company’s Entry into
the Frozen Food Category
Expected to be Significantly Accretive to
Earnings per Share and Free Cash Flow
Company to Host Conference Call Today to
Discuss Acquisition
B&G Foods, Inc. (NYSE:BGS) announced today that it has
entered into an agreement to acquire the iconic Green Giant® and Le
Sueur® brands, leaders in frozen and canned vegetables, from
General Mills, Inc. for approximately $765 million in cash, subject
to an inventory adjustment at closing. B&G Foods expects
the acquisition to close during the fourth quarter of 2015, subject
to customary closing conditions, including the receipt of
regulatory approvals.
“We are thrilled to welcome Green Giant and Le Sueur to the
B&G Foods family of brands. For over 100 years,
Green Giant and Le Sueur have been providing consumers with
great tasting, nutritious vegetables picked at the peak of
perfection®. We look forward to building on that rich history by
offering new and innovative products that will respond to the needs
of today’s health conscious consumer,” stated Robert C. Cantwell,
President and Chief Executive Officer of B&G Foods.
Mr. Cantwell continued, “Consistent with our acquisition
strategy, we expect the acquisition to be immediately accretive to
our earnings per share and free cash flow. In addition, the
acquisition marks our entry into the frozen food category, which we
believe will open many future growth opportunities.”
B&G Foods projects that following a six to twelve month
transition period, the Green Giant and Le Sueur brands will
generate on an annualized basis net sales of approximately $550
million, adjusted EBITDA of approximately $95 million to $100
million and earnings per share of $0.60. Because the acquisition
will be structured as an asset purchase, B&G Foods expects to
realize approximately $137 million in tax benefits on a net present
value basis.
The Green Giant and Le Sueur brands trace their roots to Le
Sueur, Minnesota in 1903, and the Minnesota Valley Canning
Company. For more than 100 years, fresh and great-tasting
Green Giant and Le Sueur vegetables have been grown and
picked at the peak of perfection in the Valley of the Jolly
Green Giant. Green Giant has been implementing sustainability
into the business since 1929 when it introduced vacuum-pack
technology, and Green Giant has plans to continue to become
“greener” in the future.
B&G Foods intends to fund the acquisition and related
fees and expenses with additional revolving loans and new
incremental terms loans under its existing credit facility. B&G
Foods has received financing commitments from Barclays Bank PLC,
BofA Merrill Lynch and RBC Capital Markets. Barclays and RBC
Capital Markets acted as financial advisors to B&G Foods.
Conference Call
B&G Foods will host a conference call to discuss the
acquisition at 9:00 a.m. ET on Thursday, September 3, 2015. The
call will be webcast live from B&G Foods’ website at
www.bgfoods.com under “Investor Relations—Company Overview.” The
call can also be accessed live over the phone by dialing (888)
254-3590 for U.S. callers or (913) 312-0711 for international
callers.
A replay of the call will be available one hour after the call
and can be accessed by dialing (877) 870-5176 or (858) 384-5517 for
international callers; the password is 5971692. The replay will be
available from September 3, 2015 through September 17,
2015. Investors may also access a web-based replay of the call at
the Investor Relations section of B&G Foods’ website,
www.bgfoods.com.
About B&G Foods, Inc.
B&G Foods and its subsidiaries manufacture, sell and
distribute a diversified portfolio of high-quality, branded
shelf-stable foods across the United States, Canada and Puerto
Rico. Based in Parsippany, New Jersey, B&G Foods’ products
are marketed under many recognized brands, including Ac’cent,
B&G, B&M, Baker’s Joy, Bear Creek Country Kitchens, Brer
Rabbit, Canoleo, Cary’s, Cream of Rice,
Cream of Wheat, Devonsheer, Don Pepino, Emeril’s,
Grandma’s Molasses, JJ Flats, Joan of Arc,
Las Palmas, MacDonald’s, Mama Mary’s, Maple Grove Farms, Molly
McButter, Mrs. Dash, New York Flatbreads, New York Style,
Old London, Original Tings, Ortega, Pirate’s Booty, Polaner, Red
Devil, Regina, Rickland Orchards, Sa-són, Sclafani, Smart Puffs,
Spring Tree, Sugar Twin, Trappey’s, TrueNorth, Underwood, Vermont
Maid and Wright’s. B&G Foods also sells and distributes Static
Guard, a household product brand.
Forward-Looking Statements
Statements in this press release that are not statements of
historical or current fact constitute “forward-looking statements.”
The forward-looking statements contained in this press release
include, without limitation, statements related to the planned
acquisition of the Green Giant and Le Sueur brands and the timing
and financing thereof; the expected impact of the planned
acquisition, including without limitation, the expected impact on
B&G Foods’ earnings per share, net sales, adjusted EBITDA
and free cash flow, and the expected tax benefits of the
acquisition; and B&G Foods’ plans to introduce new and
innovative products that meet the needs of consumers. Such
forward-looking statements involve known and unknown risks,
uncertainties and other unknown factors that could cause the actual
results of B&G Foods to be materially different from the
historical results or from any future results expressed or implied
by such forward-looking statements. In addition to statements that
explicitly describe such risks and uncertainties readers are urged
to consider statements labeled with the terms “believes,” “belief,”
“expects,” “projects,” “intends,” “anticipates” or “plans” to be
uncertain and forward-looking. Factors that may affect actual
results include, without limitation: whether and when the required
regulatory approvals will be obtained, whether and when the other
closing conditions will be satisfied and whether and when the
transaction and related financing will close, whether and when the
Company will be able to realize the expected financial results and
accretive effect of the transaction, and how customers,
competitors, suppliers and employees will react to the acquisition.
The forward-looking statements contained herein are also subject
generally to other risks and uncertainties that are described from
time to time in B&G Foods’ filings with the Securities and
Exchange Commission, including under Item 1A, “Risk Factors” in the
Company’s Annual Report on Form 10-K for fiscal 2014 filed on
March 4, 2015 and in its subsequent reports on Forms 10-Q and 8-K.
Investors are cautioned not to place undue reliance on any such
forward-looking statements, which speak only as of the date they
are made. B&G Foods undertakes no obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise.
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version on businesswire.com: http://www.businesswire.com/news/home/20150903005706/en/
ICR, Inc.Investor Relations:Dara Dierks, 866-211-8151orMedia
Relations:Matt Lindberg, 203-682-8214
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