VANCOUVER, BC, Aug. 31, 2020 /CNW/ - Premium Brands
Holdings Corporation (TSX: PBH), a leading producer, marketer and
distributor of branded specialty food products, announced today
that it has acquired Global Gourmet Foods Inc. and signed an
agreement to acquire Allseas Fisheries Inc.
Global Gourmet is one of Canada's leading providers of
ready-to-eat kettle cooked food solutions, including protein-based
fillings, specialty sauces, soup bases and side dishes, to
retailers and restaurants in Canada and internationally, while Allseas is a
leading distributor of fresh and frozen seafood to retail,
foodservice, and wholesale customers in Ontario.
The Allseas transaction is expected to close in four to eight
weeks and is subject to customary closing conditions including the
approval of the Canadian Competition Bureau.
"The combination of Global Gourmet with our existing Gourmet
Chef business will position us as the leading player in a high
growth niche market that is benefiting from a number of long-term
sustainable trends," said Mr. George
Paleologou, President and CEO of Premium Brands. "We are
also very pleased to be partnering with Global Gourmet's leader,
Richard Breakell, who has been a key
driver of its growth in recent years. Going forward, Richard
will lead the combined operations of Global Gourmet and Gourmet
Chef," added Mr. Paleologou.
"Allseas will further strengthen our national seafood platform
and help position us as Ontario's
leading seafood distributor," said Mr. Paleologou. "We are also
looking forward to working with Allseas' very
talented, experienced and highly
respected management team to capture cost synergies and
improve the depth and scope of the seafood products that
Allseas and our other seafood businesses can offer to their
respective diverse base of customers," added Mr. Paleologou.
"We are very proud of what we have accomplished over the
past 32 years as a family owned and operated business. My mother
and stepfather, Anne and Lawrence
Hill, founded Global Gourmet based on their passion for
providing customers with exceptional culinary products. That same
passion drives us today, however, after many years of strong growth
we recognized that to take our business to the next level we
needed to find the right partner," said Richard Breakell, CEO of Global Gourmet. "I have
followed Premium Brands for many years and have no doubt that they
are that partner," added Mr. Breakell.
"We are very excited to be joining the Premium Brands group. Its
entrepreneurial culture and respect for the uniqueness of its
individual businesses is the perfect environment for us to continue
to execute on our business plan," said Danny Soberano, Co-founder of Allseas.
"Furthermore, we are excited about leveraging the PB
ecosystem to create new opportunities and to advance our business
to the next level in its growth and development," added Mr.
Soberano.
The combined purchase price for the Company's investments in
Global Gourmet and Allseas is approximately $139 million consisting of $115 million in cash, $10
million in Premium Brands common shares and up to
$14 million in contingent
consideration. The combined revenues of the two businesses is
approximately $204 million and both
transactions are expected to be immediately accretive to Premium
Brands' earnings per share and free cash flow per share on an
annual basis.
"We are very excited to be once again resuming our acquisition
strategy. Our pipeline of opportunities is as full as it has ever
been and we look forward to making more announcements as the year
progresses," added Mr. Paleologou.
Montminy & Co. acted as financial advisor to Allseas and
Garfinkle Biderman LLP served as legal counsel. Watson Goepel LLP
acted as legal counsel to Global Gourmet. Bryan and Company LLP
acted as legal counsel for Premium Brands in both transactions.
About Premium Brands
Premium Brands owns a broad range of leading specialty food
manufacturing and differentiated food distribution businesses with
operations across Canada,
the United States and Italy.
www.premiumbrandsholdings.com
Forward Looking Statements
This press release contains forward looking statements with
respect to Premium Brands, including, without limitation,
statements regarding its business operations, strategy and
financial performance and condition, proposed acquisitions and
plans and objectives of or involving Premium Brands. While
management believes that the expectations reflected in such forward
looking statements are reasonable and represent Premium Brands'
internal expectations and belief as of August 31, 2020, there can be no assurance that
such expectations will prove to be correct as such forward looking
statements involve unknown risks and uncertainties beyond the
control of Premium Brands which may cause its actual performance
and results in future periods to differ materially from any
estimates or projections of future performance or results expressed
or implied by such forward looking statements.
Forward looking statements generally can be identified by the
use of the words "may", "could", "should", "would", "will",
"expect", "intend", "plan", "estimate", "project", "anticipate",
"believe" or "continue", or the negative thereof or similar
variations. Forward looking statements in this press release
include statements with respect to Premium Brands' expectations
regarding: (i) the timing of closing of the Allseas transaction;
and (ii) the benefits arising from the acquisition of Global
Gourmet and Allseas, including the anticipated accretion to Premium
Brands' earnings per share and free cash flow per share on annual
basis.
Forward looking statements are based on a number of key
expectations and assumptions made by Premium Brands, including,
without limitation: (i) Premium Brands will realize the anticipated
benefits arising from the acquisition of Global Gourmet and
Allseas; (ii) Premium Brands will obtain all required regulatory
approvals to complete the acquisition of Allseas, including,
without limitation, the approval of the Canadian Competition
Bureau; and (iii) the expectations and assumptions outlined in
Premium Brands' MD&A for the 13 and 26 weeks ended June 27, 2020 and for the 13 and 52 weeks ended
December 28, 2019. Although the
forward looking statements contained in this press release are
based on what Premium Brands' management believes to be reasonable
assumptions, Premium Brands cannot assure investors that actual
results will be consistent with such forward looking
statements.
Forward looking statements involve significant risks and
uncertainties and should not be read as guarantees of future
performance or results. Those risks and uncertainties include,
among other things, risks related to: (i) the inability to satisfy
the closing conditions of the Allseas transaction; and (ii) the
inability to obtain approval from the Canadian Competition Bureau
in respect of the Allseas transaction. Readers are cautioned that
the foregoing list of risks and uncertainties are not exhaustive.
Additional factors that could cause actual results to differ
materially from Premium Brands' expectations are outlined in
Premium Brands' MD&A for the 13 and 26 weeks ended June 27, 2020 and for the 13 and 52 weeks ended
December 28, 2019.
Forward looking statements reflect management's current beliefs
and are based on information currently available to Premium Brands.
Unless otherwise indicated, the forward looking statements in this
press release are made as of August 31,
2020 and, except as required by applicable law, will not be
publicly updated or revised. This cautionary statement expressly
qualifies the forward looking statements in this press release.
SOURCE Premium Brands Holdings Corporation