Golden Enterprises, Inc. (the “Company”) (NASDAQ: GLDC) and Utz
Quality Foods, Inc. of Hanover, PA (“Utz”) announced that they
entered into a definitive merger agreement on July 18, 2016,
pursuant to which Utz will acquire the Company and Company
stockholders will receive $12.00 per share in cash. This price
represents a premium of approximately 71 percent over the Company’s
30-day average closing trading price of $7.00.
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“After conducting a review of strategic alternatives by a
Special Committee consisting of independent members of the
Company’s Board of Directors, we believe that this is an excellent
transaction for our stockholders, our customers and our employees,”
said Mark McCutcheon, Chief Executive Officer of the Company. “This
merger will allow the Golden Flake brand to continue to grow in our
core southeastern markets, while expanding the product selections
for our consumers. Utz is a very community oriented company and we
look forward to the future that Utz and Golden Flake will create
together.”
Utz Quality Foods, Inc. is a privately held snack food company,
founded in 1921 by William and Salie Utz. They began making potato
chips out of their home in Hanover, in much the same way Frank
Mosher, Mose Lischkoff and Helen Freidman began Golden Flake in
1923. The Bashinsky family began their snack food legacy when they
purchased the business in 1946. During their tenure the Company
grew from a small local operation to the multi-state corporation it
is today.
“We are excited about the opportunity to partner with Golden
Flake,” said Dylan Lissette, Chief Executive Officer of Utz. “The
two companies are very similar both in mission and values, and each
has a team of dedicated associates. Golden Flake’s product line,
market coverage, and manufacturing facilities blend well with Utz’s
desire to expand and grow our markets in the south.” Both
management teams recognize the value of the “plus one strength”
gained from the synergies of each company. The Golden Flake product
lines and production capabilities will complement the Utz product
portfolio, which include Utz, Zapps, “Dirty”, Bachman, Wachusett,
Snikiddy and Good Health.
“Our company has viewed Golden Flake as a leader in the
industry. Their culture, quality line of products, and dedicated
people, through the vision and leadership that Mr. Bashinsky
established, is a wonderful fit within our company,” said Mr.
Lissette. Golden Flake will operate as a separate subsidiary under
the leadership of its current management team and continue to be an
important part of Birmingham as “The South’s Original Potato
Chip!”
Subject to antitrust approval and satisfaction of other
customary closing conditions, the transaction is expected to close
in the fourth quarter of 2016. Following the execution of the
merger agreement, stockholders representing a majority of the
voting shares of Golden Enterprises delivered a written consent
approving and adopting the merger agreement. The merger agreement
includes a three-day period during which the Company’s Board can
consider an unsolicited alternative proposal that it concludes in
good faith (after consultation with outside legal counsel and the
financial advisor) is more favorable from a financial point of view
to the stockholders of the Company than the transaction
contemplated by the merger agreement.
North Point Advisors, LLC acted as financial advisor to the
Special Committee of the Board of Directors of Golden Enterprises.
Sirote & Permutt, PC acted as counsel to the Special Committee
of the Board of Directors of Golden Enterprises. Sandler O’Neill
acted as financial advisor to Utz. Cozen O’Connor acted as legal
counsel to Utz.
NOTE: This press release contains forward-looking statements.
Readers are cautioned that such forward-looking statements involve
risks and uncertainties that could cause actual events or our
actual results to differ materially from those expressed in any
such forward-looking statements. Such forward-looking statements
include the possible benefits of the proposed Golden Enterprises
acquisition to the Utz business. Readers are directed to Golden
Enterprises' periodic and other reports filed with the Securities
and Exchange Commission (SEC) for a description of such risks and
uncertainties. Neither Golden Enterprises nor Utz undertakes any
obligation to update any forward-looking statements.
About Utz® Quality Foods, Inc.
Utz® Quality Foods Inc., a privately-owned and family managed
company founded in 1921 and based in Hanover, PA manufacturers and
markets snack foods throughout the United States and
internationally. The company produces a full line of snack products
including potato chips, pretzels, cheese snacks, tortillas, veggie
snacks, popcorn and more. Utz® has six manufacturing facilities in
Pennsylvania (Hanover (4), Wilkes-Barre (1) and Lititz (1)) with
additional facilities in Colorado, Louisiana and Massachusetts.
Utz® Quality Foods, Inc. products are distributed nationally
through grocery, mass-merchant, club stores, convenience stores,
drug stores and other channels under the Utz®, Zapp’s®, Dirty®
Potato Chips, Good Health®, Bachman®, Bachman Jax®, Wachusett®,
Snikiddy® and other brands. For information about Utz® or its
products, please visit www.utzsnacks.com or call
1-800-FOR-SNAX.
About Golden Flake Snack Foods, Inc.
Golden Flake Snack Foods, Inc., is a wholly owned subsidiary of
Golden Enterprises, Inc. (GLDC), founded in 1923 and is
headquartered in Birmingham, AL, “The South’s Original Potato
Chip!” ®. Golden Flake Snack Foods, produces, markets, and
distributes snack products in the United States. The company has
two manufacturing facilities one in Birmingham, AL and the other in
Ocala, FL. The company offers salted snack items, such as potato
chips, tortilla chips, corn chips, fried pork skins, baked and
fried cheese curls, onion rings, and puff corn snacks. It also
sells canned and jar dips, pretzels, peanut butter crackers, cheese
crackers, dried meat products, and nuts packaged by other
manufacturers using the Golden Flake label. The company distributes
its products to various grocery store chains, discount stores,
convenience stores, restaurants, and other outlets. It sells its
products through its own sales organization and independent
distributors to commercial establishments that sell food products
in Alabama, Tennessee, Georgia, Mississippi, Louisiana, Kentucky,
and South Carolina, as well as parts of Florida, North Carolina,
Arkansas, Missouri, Oklahoma, Virginia, Indiana, and Texas. The
company was formerly known as Golden Flake, Inc. and changed its
name to Golden Enterprises, Inc. in January 1977. For more
information about Golden Flake or its products, visit us
www.goldenflake.com
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version on businesswire.com: http://www.businesswire.com/news/home/20160719006267/en/
Utz Quality Foods, Inc.Public RelationsGeorge Neiderer, VP Human
Resources717-637-1759gneiderer@utzsnacks.comorUtz Quality Foods,
Inc.Public RelationsKevin J. Brick, SVP
Marketing717-637-1759kbrick@utzsnacks.comorGolden Enterprises,
Inc.Mark McCutcheon, CEO,
President205-323-6161mmccutcheon@goldenflake.com
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