Attached files
file | filename |
---|---|
8-K - FORM 8-K - Diamond Foods Inc | f55059e8vk.htm |
EX-99.2 - EX-99.2 - Diamond Foods Inc | f55059exv99w2.htm |
Exhibit 99.1
Diamond Foods to Acquire Kettle Foods
Transaction, expected to be accretive in first year, creates trio of snack favorites in
single portfolio, and builds on successful
acquisition history
single portfolio, and builds on successful
acquisition history
SAN FRANCISCO (February 25, 2010) Diamond Foods, Inc. (NASDAQ: DMND), today announced it has
entered into a definitive agreement to acquire Kettle Foods, makers of premium potato chips, from
Lion Capital LLP for $615 million in cash. Pursuant to the agreement, Diamond will acquire Kettle
operations in both the United States and the United Kingdom. The transaction is structured as a
purchase of all of the outstanding shares of a parent holding company of the U.S. and U.K. Kettle
operating entities. It is expected to close by the end of Diamonds fiscal year 2010, subject to
customary conditions, including regulatory approval.
Kettle Foods passion for making great tasting, natural potato chips has attracted a loyal
consumer following and shaped a truly premium brand that has our deep respect, said, Michael J.
Mendes, Chairman, President and CEO of Diamond Foods. Diamond and Kettle Foods share a history of
relentless focus on flavor and product quality and working collaboratively with our retail
partners. By adding Kettle, including its talented team of employees, our snack business will have
greater scale, which will help us to drive even greater innovation in the snack market. We expect
that the acquisition will be accretive in the first year and is a strong, strategic fit to better
support our long-term growth plans.
Lyndon Lea, Partner of Lion Capital, said Our successful ownership of Kettle Foods reflects Lions
distinctive strategy of investing in and growing strong consumer brands. Since our acquisition in
2006, we have dramatically increased Kettles strategic value through category-leading innovation
and penetration gains in the U.S. and U.K. snacking markets, leading to double-digit annualized
growth in group revenues and 30% annualized growth in group profitability. In the U.S., we doubled
the capacity of the business through investment in a new manufacturing plant in Wisconsin, which
supported even higher rates of profit growth within the U.S. market. We are pleased to be selling
this iconic brand and highly strategic asset to Diamond Foods, whose heritage of delivering the
consumer premium snacking products and market-leading innovation complements the core tenets of
Kettle Foods.
Highlights of the transaction:
| Significantly improves Diamonds strength: The Kettle Brand® has been a strong performer in the premium potato chip category with an excellent growth profile and history of expanding profit margins. On a pro forma basis, the addition of Kettle Foods would add more than $250M in revenues and almost double Diamonds EBITDA. | ||
| Increases addressable market by $9B: The potato chip category is large and growing. Kettle operates in the two largest potato chip markets in the world, the U.S. and the U.K., which increases the companys addressable market by $9 billion. | ||
| Increases scale in snack market: The addition of Kettle Foods will more than double the size of Diamonds snack business, enabling cross-promotional opportunities in the U.S. across a diversified offering of three complementary brands: Emerald®, Pop Secret® and Kettle. | ||
| Adds premium brand to Diamonds snack portfolio: Kettle Foods pioneered the kettle-cooked style in 1982, setting an early standard in the premium and adult chip categories on two continents with its natural ingredients and commitment to flavor innovation. |
We have taken a very deliberate approach toward screening possible acquisitions, focused on
premium brands with growth potential that have synergy with the customer segments we already serve.
We believe Kettle Foods is a strong fit with the capability to provide solid financial returns for
our shareholders, and we plan to invest behind the brand in several areas to position it for
long-term success, said Mendes.
Diamond expects the Kettle Foods acquisition will be accretive to earnings per share (EPS) in
fiscal 2011 after accounting for increased marketing support and financing costs and excluding
costs associated with the transaction and integration. The purchase is expected to be funded
partially with a new five-year $600 million credit facility, a
future equity offering and available cash resources. Assuming
the transaction closes prior to the beginning of fiscal 2011, the company is expecting full year
EPS to be in the range of $2.25 to $2.35.
In Diamond Foods, we are putting the Kettle brand in great hands, said Tim Fallon, President of
Kettle Foods North America, who helped steer the companys double-digit growth over the past
several years and will remain at the helm of the US Operations. This is a company with a history
of investing in new product development and creative marketing, which will only amplify the work
were doing to attract new customers and innovate in the premium category.
Jeremy Bradley, the Managing Director of Kettles U.K. business added with a strong track record
of brand-building, innovation and growth in the snack category in the U.S., Diamond Foods is an
ideal partner to build upon our success and drive the next phase of Kettle Foods. While Diamond
Foods has a long history of international sales, Kettles strong retail and operational foundation
in the United Kingdom offers Diamond a platform, led by Kettle Chips, for expanding in the U.K. and
Europe.
Both companies share a heritage in the nut industry, with Kettle Foods getting its start in roasted
nuts and nut butters, and expanding to build Kettle Brand® Potato Chips, a highly
respected brand in the premium potato chip category. Its products are made with
delicious blends of all natural seasonings and cooked in small batches in pure, healthy oils.
Kettle Brand® Potato Chips are recognized for their hearty crunch and golden color. Kettle
products are sold in natural supermarkets, traditional grocery, club, mass merchandisers, food
service and convenience channels.
In addition to 28 flavors of all natural potato chips, such as Sea Salt and Fresh Ground Pepper,
Backyard BBQTM, Spicy ThaiTM, and Sea Salt and Vinegar, the companys product
lines also include better-for-you Kettle Brand® Baked Potato Chips, the only baked potato chip
made from real, whole slices of potatoes, available in four delicious flavors.
Conference Call
Diamond will host an investor conference call and web cast tomorrow, February 26, 2010, at 8:30
a.m. Eastern Time to discuss these results. To participate in the call via telephone, dial
800-281-7970 from the U.S./Canada or 913-312-1411 elsewhere and enter a confirmation code of
864-5198. In order to listen to the call over the internet, visit the Companys website at
www.diamondfoods.com and select Investor Relations.
Please note the February 26 conference call replaces one previously scheduled for Tuesday, March 2,
2010.
Archived audio replays of the call will be available on the Companys website or via telephone.
The latter will begin at 8:30 a.m. Pacific Time on February 26, 2010 and remain available through
8:30 a.m. Pacific Time on March 5, 2010. It can be accessed by dialing 888-203-1112 from the
U.S./Canada or 719-457-0820 elsewhere. Both phone numbers require the conference code listed
above.
To receive email notification of future press releases from Diamond Foods, please visit
http://investor.diamondfoods.com and select email alerts.
Note regarding forward-looking statements
This release contains forward-looking statements as defined by the Private Securities Litigation
Reform Act of 1995, including projections of Diamonds results. Forward-looking statements
necessarily depend on assumptions, data or methods that may be incorrect or imprecise and are
subject to risks and uncertainties. Actual results could differ materially from projections made
in this release. Some factors that could cause actual results to differ from our expectations
include risks of integrating acquired businesses and entering markets in which we have limited
experience, availability and pricing of raw materials, impact of additional indebtedness, loss of
key customers and an increase in competition. A more extensive list of factors that could
materially affect our results can be found in Diamonds periodic filings with the Securities and
Exchange
Commission. They are available publicly and on request from Diamonds investor relations
department.
About Diamond Foods
Diamond Foods is a high-growth innovative packaged food company focused on building, acquiring and
energizing brands including Diamond of California® culinary nuts, Emerald® snack nuts, and Pop Secret® microwave popcorn. The Companys products are distributed in a wide range of stores where
culinary nuts and snacks are sold.
About Kettle Foods
Founded in Salem, Ore., in 1978 before expanding to the U.K. in 1989, Kettle Foods is committed to
producing great tasting, all-natural snacks with a caring commitment to its employees, craft and
community. Products are distributed throughout North America, Japan, Guam and Western Europe. Its
manufacturing sites in Salem, Ore., Beloit, Wis. and Norwich, United Kingdom produce more than 20
flavors and four varieties of potato chip offerings, nut butters and trail mixes. Its facility in
Beloit, Wis., opened in 2007 was the first LEED® Gold certified food processing facility
in the U.S. Visit www.kettlefoods.com for more information.
About Lion Capital
Lion Capital is a London-based investment firm that is recognized as a leader in investing in the
consumer sector, with over 4 billion of equity capital invested in consumer businesses across
Europe and North America. Lions portfolio of market-leading food and beverage companies includes
such well-known brands as Weetabix, the UKs number one cereal brand, Findus, Europes second
largest frozen food producer, and the iconic Schweppes and Orangina beverage brands. Lion Capitals
investment strategy is underpinned by exceptional experience within its senior team in investing in
and operating within the consumer sector and the firm has a proven track record of successfully
growing companies post acquisition. For more information please visit: www.lioncapital.com.
# # #
CONTACTS:
Investors Bob Philipps
VP, Treasury & Investor Relations
Diamond Foods, Inc.
bphilipps@diamondfoods.com
415-445-7426
Investors Bob Philipps
VP, Treasury & Investor Relations
Diamond Foods, Inc.
bphilipps@diamondfoods.com
415-445-7426
Media Michael Altfest
Account Supervisor
Edelman
Michael.altfest@edelman.com
Account Supervisor
Edelman
Michael.altfest@edelman.com
415-486-3244
For Lion Capital:
Shona Prendergast
Penrose Financial
+44 (0) 20 7786 4888 (office)
+44 (0) 7798 626284 (mobile)
For Lion Capital:
Shona Prendergast
Penrose Financial
+44 (0) 20 7786 4888 (office)
+44 (0) 7798 626284 (mobile)