LAKE SUCCESS, N.Y.,
Nov. 10, 2021 /PRNewswire/
-- The Hain Celestial Group, Inc. (Nasdaq: HAIN) ("Hain
Celestial," "Hain" or the "Company"), today announced that certain
affiliates of Engaged Capital, LLC (the "Selling Stockholders")
that have existing ownership interests in Hain, intend, subject to
market conditions, to offer 12,379,504 shares of Hain common stock
in an underwritten secondary offering. The Selling Stockholders
will receive all of the net proceeds from the offering. Hain is not
offering any shares of common stock in the offering.
Subject to the completion of the offering, the Company intends
to concurrently repurchase directly from the Selling Stockholders
1,700,000 shares of common stock. The price per share to be paid by
the Company will equal the price at which the underwriter will
purchase the shares from the Selling Shareholders in the offering,
net of underwriting discounts and commissions. The Company intends
to fund the share repurchase with borrowings under its revolving
credit facility. The closing of the share repurchase will be
conditioned upon the closing of the offering and therefore there
can be no assurance that the share repurchase will be completed.
The offering is not conditioned upon the completion of the share
repurchase.
Morgan Stanley is acting as the sole underwriter for the
offering.
The Selling Stockholders are co-investment funds managed by
Engaged Capital, LLC ("Engaged Capital") that are mandatorily
winding down pursuant to their terms. Engaged Capital and its
affiliates will continue to hold 1,900,792 shares of Hain common
stock following the transactions announced today. Glenn W. Welling, the Founder and Chief
Investment Officer of Engaged Capital, will continue to serve as a
director of the Company after the offering.
The offering is being made pursuant to an effective shelf
registration statement (including a prospectus) and a preliminary
prospectus supplement relating to the offering to be filed by Hain
with the Securities and Exchange Commission ("SEC") to which this
communication relates. Before you invest, you should read the
prospectus included in that registration statement, the preliminary
prospectus supplement and the other documents Hain has filed with
the SEC and incorporated by reference into that registration
statement for more complete information about Hain, its common
stock and the offering. You may obtain a copy of the preliminary
prospectus supplement, the prospectus included in the registration
statement and the documents incorporated by reference therein, when
available, for free by visiting EDGAR on the SEC website
at www.sec.gov. Copies of the preliminary prospectus
supplement for this offering may also be obtained, when available,
by contacting Morgan Stanley & Co. LLC, Attention: Prospectus
Department, 180 Varick Street, 2nd Floor, New York, New York 10014.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. The offering of the common stock will be
made only by means of the prospectus and related prospectus
supplement.
About The Hain Celestial Group, Inc.
The Hain
Celestial Group (Nasdaq: HAIN), headquartered in Lake Success, NY, is a leading organic and
natural products company with operations in North America, Europe, Asia
and the Middle East. Hain
Celestial participates in many natural categories with well-known
brands that include Celestial Seasonings®,
Clarks™, Cully & Sully®, Earth's
Best®, Ella's Kitchen®, Frank Cooper's®, Gale's®,
Garden of Eatin'®, Hain Pure Foods®,
Hartley's®, Health Valley®,
Imagine®, Joya®, Lima®, Linda McCartney's® (under license),
MaraNatha®, Natumi®, New Covent Garden Soup
Co.®, Robertson's®, Rose's® (under
license), Sensible Portions®, Spectrum®,
Sun-Pat®, Terra®, The Greek Gods®,
Yorkshire Provender® and Yves Veggie
Cuisine®. The Company's personal care products are
marketed under the Alba Botanica®, Avalon
Organics®, JASON®, Live Clean® and
Queen Helene® brands.
Safe Harbor Statement
Statements in this press release
regarding the Company that are not historical facts are
"forward-looking statements" that involve risks and uncertainties.
Certain of the risks and uncertainties to which the Company is
subject are described in the "Risk Factors" and "Forward-Looking
Statements" sections of the Company's registration statement on
Form S-3, the "Risk Factors" and "Cautionary Note Regarding
Forward-Looking Information" sections of its most recent annual
report on Form 10-K, its subsequent reports on Forms 10-Q and 8-K
and the Company's other applicable filings with the SEC. The
Company undertakes no obligation to update the information
contained in this press release to reflect subsequently occurring
events or circumstances.
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SOURCE The Hain Celestial Group, Inc.