B&G Foods Announces Agreement to Acquire Culver Specialty Brands, Including Mrs. Dash, From Unilever
October 28 2011 - 5:30PM
Business Wire
B&G Foods, Inc. (NYSE: BGS) announced today that it has
entered into an agreement to acquire the Mrs. Dash, Molly McButter,
Sugar Twin, Baker’s Joy, Static Guard and Kleen Guard brands from
Unilever United States, Inc. for approximately $325 million in
cash.
David L. Wenner, President and Chief Executive Officer of
B&G Foods, stated: “We are very pleased to add these six brands
to the B&G Foods portfolio. Mrs. Dash seasonings have a unique
position within the seasonings category and are very relevant to
today’s health conscious consumer. The other brands in the
transaction are also consistent with B&G Foods’ acquisition
strategy of acquiring smaller, high-margin brands. We expect the
acquisition to enhance the already high margin structure of
B&G Foods and to be immediately accretive to our earnings
per share and free cash flow.”
Mrs. Dash and the five other brands generated approximately $90
million of sales in the twelve months ended September 30, 2011.
B&G Foods projects that the brands will generate EBITDA of $35
to $38 million during fiscal 2012.
Mrs. Dash has been a favorite in American kitchens since its
introduction in 1983. The pioneer of salt-free seasonings, Mrs.
Dash is one of the most recognized brands in the seasonings blends
segment. Mrs. Dash’s brand essence, “Salt-Free, Flavor-Full,”
resonates with consumers and underscores the brand’s commitment to
provide healthy products that exceed consumers’ expectations for
taste.
Developed in 1982, Baker’s Joy is the original no-stick baking
spray with flour. Baker’s Joy’s product proposition has been to
“guarantee a perfect release from the pan every time,” making
baking easier, faster and more successful for everyday bakers.
Developed in 1968, Sugar Twin is a calorie free sugar substitute.
Molly McButter is the number two brand in the butter sprinkles
segment, with fat free butter and cheese varieties.
Static Guard, the number one brand name in static elimination
sprays, created the anti-static spray category when it was launched
in 1978 to fulfill a previously unmet consumer need. The brand’s
ability to consistently deliver on its promise to “instantly
eliminate static cling” has resulted in a loyal consumer following.
Kleen Guard is positioned as a trusted, value-oriented furniture
polish offering.
B&G Foods expects to fund the acquisition with additional
debt and has received financing commitments for senior secured debt
financing from Credit Suisse, Barclays Bank PLC and Royal Bank of
Canada in an amount sufficient to fund the purchase price and
refinance the Company’s existing senior secured credit facilities.
In addition Credit Suisse, Barclays Capital and RBC Capital Markets
acted as financial advisors to B&G Foods.
B&G Foods expects the acquisition of the six brands and the
related financing to close in 2011, subject to regulatory approval
and the satisfaction of customary closing conditions.
Conference Call
B&G Foods will host a conference call to discuss the
transaction at 9:00 a.m. ET on Tuesday, November 1, 2011. 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 (877)
795-3599 for U.S. callers or (719) 325-4827 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 1249548. The replay will be
available from November 1, 2011, through November 15, 2011.
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, shelf-stable
foods across the United States, Canada and Puerto Rico. B&G
Foods’ products include hot cereals, fruit spreads, canned meats
and beans, spices, seasonings, hot sauces, wine vinegar, maple
syrup, molasses, salad dressings, Mexican-style sauces, taco shells
and kits, salsas, pickles, peppers and other specialty food
products. B&G Foods competes in the retail grocery, food
service, specialty, private label, club and mass merchandiser
channels of distribution. Based in Parsippany, New Jersey, B&G
Foods’ products are marketed under many recognized brands,
including Ac’cent, B&G, B&M, Brer Rabbit, Cream of
Rice, Cream of Wheat, Don Pepino, Emeril’s,
Grandma’s Molasses, Joan of Arc, Las Palmas,
Maple Grove Farms of Vermont, Ortega, Polaner,
Red Devil, Regina, Sa-són, Sclafani, Trappey’s, Underwood, Vermont
Maid and Wright’s.
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 Mrs. Dash and the five other brands and the timing
and financing thereof; and the expected impact of the planned
acquisition, including without limitation the expected impact on
B&G Foods’ margins, earnings per share growth, EBITDA and free
cash flow potential. 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. 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 2010 filed on March
1, 2011. 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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