- All cash purchase of all outstanding
equity of Fannie May Confections Brands, Inc. includes the Fannie
May and Harry London chocolate brands and all related assets and
liabilities
1-800-FLOWERS.COM, Inc. (NASDAQ: FLWS), (“the Company”) the
leading gourmet food and floral gift provider for all occasions,
and Ferrero International S.A., (“Ferrero”) one of the world’s
largest chocolate confectionery companies, today announced the
signing of a definitive agreement under which Ferrero will acquire
all the outstanding equity of Fannie May Confections Brands, Inc.,
including its subsidiaries Fannie May Confections, Inc. and Harry
London Candies, Inc., from 1-800-FLOWERS.COM, Inc. for $115.0
million in cash, adjusted for seasonal working capital.
In addition to the sale agreement, the Company and Ferrero will
enter into a strategic commercial partnership, to be signed on or
before closing of the sale, that will provide 1-800-FLOWERS.COM,
Inc. with distribution rights for Fannie May, Harry London and
certain Ferrero confectionery products in its ecommerce channels as
well as in gift baskets and towers sold into the club, food, drug
and mass channels in the US.
Chris McCann, CEO of 1-800-FLOWERS.COM, Inc. said, “We are very
excited to be working with Ferrero International, one of the
world’s largest and most respected confectionery companies. This
transaction will further strengthen our balance sheet while
concurrently reducing the working capital requirements in our
business model. Importantly, the strategic commercial agreement
with Ferrero will enable us to continue offering the iconic Fannie
May and Harry London chocolate brands across our ecommerce and
wholesale channels and expand our product offerings to include some
of Ferrero’s world-renowned chocolate confectionery brands,
including Nutella, Ferrero Rocher and Raffaello – further enhancing
our ability to help our customers deliver smiles.”
Giovanni Ferrero, Chief Executive Officer of Ferrero Group,
said, “We are excited that Fannie May will be joining the Ferrero
Group. We have long admired Fannie May’s premium brand, products
and people, and believe Fannie May is an extraordinarily good fit
with Ferrero. As we have grown from a family business founded in
Italy in 1946 to a leading global confectionery company, we have
been guided by our key values of loyalty and trust, respect and
responsibility, integrity, passion for quality, research and
innovation, and entrepreneurship. Since our entry into the U.S. in
1969, we have actively expanded our premium product offering
organically, and are thrilled to further accelerate growth through
the addition of Fannie May. We look forward to adding Fannie May’s
outstanding team and valuable manufacturing, distribution and
retail platform to Ferrero’s expanding U.S. presence, and to
supporting and growing this iconic American brand for years to
come.”
The transaction is subject to customary closing conditions and
regulatory approvals and is expected to close by May 30, 2017. At
closing, Ferrero will acquire all the outstanding equity of Fannie
May Confections Brands, Inc., including the Fannie May and Harry
London chocolate brands and all related assets and liabilities
including, but not limited to, Fannie May’s ecommerce business,79
retail stores located primarily in and around Chicago, IL, a
manufacturing facility in North Canton, OH, and two
temperature-controlled warehouse and distribution facilities,
located in Maple Heights, OH, and Chicago, IL, respectively.
About 1-800-FLOWERS.COM, Inc.
1-800-FLOWERS.COM, Inc. is a leading provider of gourmet
food and floral gifts for all occasions. For the past 40 years,
1-800-FLOWERS® (1-800-356-9377 or www.1800flowers.com) has
been helping deliver smiles for our customers with gifts for every
occasion, including fresh flowers and the finest selection of
plants, gift baskets, gourmet foods, confections, candles, balloons
and plush stuffed animals. As always, our 100% Smile Guarantee®
backs every gift. The company’s Celebrations suite
of services including Celebrations Passport Free Shipping Program,
Celebrations Rewards and Celebrations Reminders, are all designed
to engage with customers and deepen relationships as a one-stop
destination for all celebratory and gifting occasions. In 2017,
1-800-Flowers.com was awarded Gold Stevie “e-Commerce
Customer Service” Award, recognizing the company’s innovative use
of online technologies and social media to service the needs of
customers. In addition, 1-800-FLOWERS.COM, Inc. was recognized as
one of Internet Retailer’s Top 300 B2B e-commerce companies and was
also recently named in Internet Retailer’s 2016 Top Mobile 500 as
one of the world’s leading mobile commerce sites. The company was
included in Internet Retailer’s 2015 Top 500 for fast growing
e-commerce companies. In 2015, 1-800-Flowers.com was named a
winner of the “Best Companies to Work for in New York State” Award
by The New York Society for Human Resource Management
(NYS-SHRM). The Company’s BloomNet® international floral wire
service (www.mybloomnet.net) provides a broad range of quality
products and value-added services designed to help professional
florists grow their businesses profitably.
The 1-800-FLOWERS.COM,
Inc. “Gift Shop” also includes gourmet gifts such
as premium, gift-quality fruits and other gourmet items from
Harry & David®
(1-877-322-1200) or www.harryanddavid.com), popcorn
and specialty treats from The Popcorn Factory®
(1-800-541-2676 or www.thepopcornfactory.com); cookies
and baked gifts from Cheryl’s®
(1-800-443-8124 or www.cheryls.com); premium
chocolates and confections from Fannie May®
(www.fanniemay.com and www.harrylondon.com); gift
baskets and towers from 1-800- Baskets.com®
(www.1800baskets.com); premium English muffins and other
breakfast treats from Wolferman’s (1-800-999-1910
or www.wolfermans.com); carved fresh fruit arrangements from
FruitBouquets.com (www.fruitbouquets.com); and top
quality steaks and chops from Stock
Yards® (www.stockyards.com). Shares
in 1-800-FLOWERS.COM, Inc. are traded on the NASDAQ
Global Select Market, ticker symbol: FLWS.
About Ferrero Group
Ferrero began its story in the town of Alba in Piedmont, Italy,
in 1946. Today, its products have become part of the collective
memory and customs of many countries, where they are truly loved
generation after generation and often considered as cultural icons.
Furthermore, Ferrero has social responsibility in its DNA. Product
freshness and highest quality, careful selection of the finest raw
materials, sustainable agricultural practices and continuous
research and innovation are some of the key elements of Ferrero’s
success. Moreover, Ferrero continues to invest in local communities
thanks to the Ferrero Foundation, Michele Ferrero Entrepreneurial
Project and the Kinder+Sport program. For more information, please
visit www.ferrero.com or www.ferrerocsr.com.
Special Note Regarding Forward-Looking
Statements:
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements represent the Company’s
current expectations or beliefs concerning future events and can
generally be identified by the use of statements that include words
such as “estimate,” “expects,” “project,” “believe,” “anticipate,”
“intend,” “plan,” “foresee,” “likely,” “will,” or similar words or
phrases. These forward-looking statements are subject to risks,
uncertainties and other factors, many of which are outside of the
Company’s control, which could cause actual results to differ
materially from the results expressed or implied in the forward-
looking statements, including, among others: the Company’s ability
to get regulatory and other approvals and satisfy other closing
conditions necessary to complete the sale of Fannie May; the
expected timing of the closing of the proposed acquisition; and the
diversion of Company management time and attention to issues
related to the acquisition and transition. The Company undertakes
no obligation to publicly update any of the forward-looking
statements, whether as a result of new information, future events
or otherwise, made in this release or in any of its SEC filings
except as may be otherwise stated by the Company. For a more
detailed description of these and other risk factors, and a list of
definitions of non-GAAP terms, including EBITDA and Free Cash Flow,
among others, please refer to the Company’s SEC filings including
the Company’s Annual Reports on Form 10-K and its Quarterly Reports
on Form 10-Q. Consequently, you should not consider any such list
to be a complete set of all potential risks and uncertainties.
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version on businesswire.com: http://www.businesswire.com/news/home/20170315006406/en/
1-800-FLOWERS.COM, Inc.Investors:Joseph D. Pititto,
516-237-6131invest@1800flowers.comorMedia:Yanique Woodall,
516-237-6028ywoodall@1800flowers.com
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