Hain Celestial Announces Agreement to Acquire High-Growth, Better-for-You Snacking Brands ParmCrisps® and Thinsters®
December 13 2021 - 8:30AM
The Hain Celestial Group, Inc. (Nasdaq: HAIN) (“Hain Celestial,”
“Hain” or the “Company”) today announced it has entered into an
agreement to acquire That’s How We Roll, the producer and marketer
of ParmCrisps® and Thinsters®, two fast-growing, better-for-you
brands offering delicious, convenient products that are consumer
favorites from Clearlake Capital Group. The acquisition deepens
Hain’s position in the snacking category and represents a
significant step in establishing Hain as a high-growth, global
healthy food company.
With the mission to make the world heathier,
tastier and a little more fun, ParmCrisps® and Thinsters® are
delicious, better-for-you brands composed of simple ingredients
that consumers can find in their kitchen. ParmCrisps® are
high-protein, low carb cheese crisps and snack mixes. Thinsters®
are crispy thin cookies made from high-quality, non-GMO
ingredients. All products are available in a variety of
flavors.
“ParmCrisps® and Thinsters® are optimally
positioned to benefit from consumer preferences for clean-label and
high-protein snacks,” said Mark Schiller, President and Chief
Executive Officer of Hain. “Both brands have created loyal
followings by being true to their unique value propositions. We are
excited to welcome them to the Hain family and support the brands’
next chapter as part of our growing snacking platform.”
“We are absolutely thrilled to be joining the
Hain family,” said Sammy Kestenbaum, CEO of That’s How We Roll. “We
believe the wealth of experience and resources of the team at Hain
will allow us to reach even more consumers with our simple and
delicious, better-for-you snacks.”
“We have been proud to sponsor ParmCrisps® and
Thinsters® to execute on a vision of scaling a better-for-you snack
platform to meet the demands of today’s health conscious, informed
consumers,” said José E. Feliciano, Co-Founder and Managing
Partner, and Arta Tabaee, Managing Director, of Clearlake Capital
Group. “Given our previous experience with Hain Celestial, who
acquired our former portfolio company World Gourmet / Sensible
Portions in 2010, we believe ParmCrisps® and Thinsters® have found
a perfect home, and we look forward to the brands’ continued
success under Hain.”
The total purchase price is approximately $259
million, subject to an adjustment for working capital, and will be
financed with borrowings under Hain’s revolving credit facility.
That’s How We Roll generated approximately $108 million of net
sales for the 12 months ended September 30, 2021 and is expected to
generate mid-teens net sales growth in calendar year 2022. The
acquisition is expected to be slightly accretive to Hain’s Adjusted
EBITDA in fiscal year 2022 after making investments in the target
brands and accretive in fiscal year 2023 with margins in line with
Hain’s existing snacks business. The acquisition is subject to
customary closing conditions, including regulatory approvals, and
is expected to close by the end of calendar year 2021.
BofA Securities served as Hain’s financial
advisor. Venable LLP acted as Hain’s legal advisor.
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.
Forward-Looking StatementsThis
press release contains forward-looking statements within the
meaning of safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such statements involve risks,
uncertainties and assumptions. If the risks or uncertainties ever
materialize or the assumptions prove incorrect, our results may
differ materially from those expressed or implied by such
forward-looking statements. The words “believe,” “expect,”
“anticipate,” “may,” “should,” “plan,” “intend,” “potential,”
“will” and similar expressions are intended to identify such
forward-looking statements. Forward-looking statements include,
among other things, our beliefs or expectations relating to
corporate acquisitions and our future performance, results of
operations and financial condition.
Risks and uncertainties that may cause actual
results to differ materially from forward-looking statements
include: the ability to satisfy the conditions to the closing of
the contemplated acquisition, which may include conditions outside
of our control such as regulatory approvals; our ability to
successfully integrate and realize the benefits of the contemplated
acquisition; challenges and uncertainty resulting from the impact
of competition; challenges and uncertainty resulting from the
COVID-19 pandemic; our ability to manage our supply chain
effectively; disruption of operations at our manufacturing
facilities; reliance on independent contract manufacturers; changes
to consumer preferences; customer concentration; reliance on
independent distributors; the availability of organic ingredients;
risks associated with our international sales and operations; risks
associated with outsourcing arrangements; our ability to execute
our cost reduction initiatives and related strategic initiatives;
our reliance on independent certification for a number of our
products; the reputation of our Company and our brands; our ability
to use and protect trademarks; general economic conditions; input
cost inflation; the United Kingdom’s exit from the European Union;
cybersecurity incidents; disruptions to information technology
systems; the impact of climate change; liabilities, claims or
regulatory change with respect to environmental matters; potential
liability if our products cause illness or physical harm; the
highly regulated environment in which we operate; pending and
future litigation; compliance with data privacy laws; compliance
with our credit agreement; the discontinuation of LIBOR;
concentration in the ownership of our common stock; our ability to
issue preferred stock; the adequacy of our insurance coverage;
impairments in the carrying value of goodwill or other intangible
assets; and other risks and matters described in our most recent
Annual Report on Form 10-K and our other filings from time to time
with the U.S. Securities and Exchange Commission.
We undertake no obligation to update
forward-looking statements to reflect actual results or changes in
assumptions or circumstances, except as required by applicable
law.
Contacts:Chris Mandeville and
Anna Kate Heller ICR hain@icrinc.com
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