WESTCHESTER, Ill., Sept. 13 /PRNewswire-FirstCall/ -- TreeHouse
Foods, Inc. (NYSE: THS) today announced that it has entered into a
definitive agreement to acquire S.T. Specialty Foods, a portfolio
company of Windjammer Capital Investors. The Brooklyn Park, MN based maker of private label
macaroni and cheese, skillet dinners and other value-added side
dishes and salads sells primarily to the North American retail
grocery segment and has sales of approximately $100 million.
TreeHouse has agreed to pay $180
million in cash for the business, subject to certain closing
and post-closing adjustments, plus up to an additional $15 million in cash if the company achieves
certain earnings targets for the 12 month period ending
December 31, 2010. The
acquisition will be financed through borrowings under TreeHouse's
existing $600 million credit
facility. The transaction will be neutral to the Company's
earnings over the balance of 2010, but is expected to add between
$0.11 and $0.13 per share to earnings
on an annualized basis. The acquisition is expected to close
in October, subject to regulatory approvals and the satisfaction of
customary closing conditions.
"We are delighted to acquire a business that expands our
portfolio with the leading private label manufacturer of macaroni
and cheese and skillet dinners," commented Sam K. Reed, Chairman and Chief Executive
Officer. "S.T. has had consistent growth since its inception
and will not only add to our broad product portfolio for the retail
grocery channel, but it will also give us the opportunity to expand
our offerings into the lunch and dinner meal occasions."
"The acquisition will align us with one of the fastest growing
food companies in North America,"
said Dale Schulz, President of S.T.
Specialty Foods. "We believe TreeHouse is an excellent fit
with not only our products, but also with the culture we have
established here at S.T."
"During our partnership with S.T., the company has successfully
executed upon initiatives that have it well-positioned for
continued success," said Greg
Bondick, a Managing Director in Windjammer's Boston office. "We have tremendous respect for
the organization that Dale Schulz
and Ray Turcotte have built and it
has been our great pleasure to be part of the S.T. family for the
last two years. We have faith that S.T.'s success will
continue under TreeHouse ownership."
S.T. Specialty Foods has manufacturing and distribution
facilities in Brooklyn Park, MN
and Kenosha, WI. TreeHouse
does not anticipate making any significant changes to S.T.'s
existing operations.
William Blair & Company,
L.L.C. acted as financial advisor to TreeHouse in connection with
the transaction, and Winston & Strawn LLP provided legal
counsel. S.T. Specialty Foods was advised by Houlihan Lokey Howard & Zukin Capital, Inc.
and the law firm of Choate, Hall & Stewart LLP.
CONFERENCE CALL WEBCAST
A webcast to discuss the transaction will be held at
9:00 a.m. (Eastern Time) tomorrow,
September 14 and may be accessed by
visiting the "Investor Overview" page through the "Investor
Relations" menu of the Company's website at
http://www.treehousefoods.com.
ABOUT TREEHOUSE FOODS
TreeHouse is a food manufacturer servicing primarily the retail
grocery and foodservice channels. Its products include
non-dairy powdered coffee creamer; canned soup, salad dressings and
sauces; powdered drinks, hot cereals, salsa and Mexican sauces;
jams and pie fillings; pickles and related products; infant feeding
products; and other food products including aseptic sauces,
refrigerated salad dressings, and liquid non-dairy creamer.
TreeHouse believes it is the largest manufacturer of pickles
and non-dairy powdered creamer in the
United States and the largest manufacturer of private label
salad dressings, powdered drinks and hot cereals in the United States and Canada based on sales volume.
ABOUT S.T. SPECIALTY FOODS
S.T. Specialty Foods is the leading North American manufacturer
of private label and store branded, dry shelf-stable dinners and
side dishes. Headquartered in Brooklyn Park, MN, with an additional facility
in Kenosha, WI, the Company serves
a diverse customer base in the grocery retail, discount retail,
wholesale, mass merchandiser, and specialty retail channels.
Macaroni and cheese dinners, add-meat skillet dinners, rice
dinners, and meatless side dishes are among the many products the
Company manufactures.
ABOUT WINDJAMMER CAPITAL INVESTORS
Windjammer is a national private investment firm which invests
control equity, minority equity and subordinated debt in leading
middle market businesses. Windjammer has successfully raised
4 institutional funds totaling over $1.2
billion of capital and is currently investing out of its
latest fund with $575 million in
commitments. The firm targets investments in companies that
are leaders in attractive niche markets and share several of the
following characteristics: significant and defensible market
positions; differentiated products and services; strong management
teams; scalable business models; and consistent financial
performance. Since its founding in 1990, Windjammer has
completed over 40 middle market transactions across a broad
selection of manufacturing, business services and value-added
distribution businesses.
FORWARD LOOKING STATEMENTS
This press release contains "forward-looking statements."
Forward-looking statements include all statements that do not
relate solely to historical or current facts, and can generally be
identified by the use of words such as "may," "should," "could,"
"expects," "seek to," "anticipates," "plans," "believes,"
"estimates," "intends," "predicts," "projects," "potential" or
"continue" or the negative of such terms and other comparable
terminology. These statements are only predictions. The
outcome of the events described in these forward-looking statements
is subject to known and unknown risks, uncertainties and other
factors that may cause the Company or its industry's actual
results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity,
performance or achievement expressed or implied by these
forward-looking statements. TreeHouse's Form 10-K for the
year ended December 31, 2009 and,
from time to time, its other filings with the Securities and
Exchange Commission, discuss some of the factors that could
contribute to these differences. You are cautioned not to
unduly rely on such forward-looking statements, which speak only as
of the date made, when evaluating the information presented in this
presentation. The Company expressly disclaims any obligation
or undertaking to disseminate any updates or revisions to any
forward-looking statement contained herein, to reflect any change
in its expectations with regard thereto, or any other change in
events, conditions or circumstances on which any statement is
based.
SOURCE TreeHouse Foods, Inc.
Copyright . 13 PR Newswire