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8-K - FORM 8-K - SANFILIPPO JOHN B & SON INC | c58147e8vk.htm |
EX-10.1 - EX-10.1 - SANFILIPPO JOHN B & SON INC | c58147exv10w1.htm |
EXHIBIT 99.1
JOHN B. SANFILIPPO & SON, INC.
NEWS RELEASE
NEWS RELEASE
COMPANY CONTACT:
|
Michael J. Valentine | |
Chief Financial Officer | ||
847-214-4509 |
FOR IMMEDIATE RELEASE
Wednesday, May 5, 2010
Wednesday, May 5, 2010
John B. Sanfilippo & Son, Inc. Strategically Expands its Market Breadth and Product
Capabilities in Produce with Acquisition of Leading Nut and Dried Fruit Business
Capabilities in Produce with Acquisition of Leading Nut and Dried Fruit Business
Elgin, IL, May 5, 2010 John B. Sanfilippo & Son, Inc. (Nasdaq: JBSS) (hereinafter the Company
or JBSS) today announced that it has entered into a definitive agreement to acquire certain
assets and assume certain liabilities of Orchard Valley Harvest, Inc. of Modesto, California
(OVH) for $29.5 million in cash, plus additional future consideration of up to $10.5 million,
which is contingent upon performance of the acquired business for the 2010 and 2011 calendar years,
as more specifically described in the definitive agreement. The acquisition will be funded from
excess availability in the JBSS bank credit facility. The acquisition is expected to close prior
to the completion of JBSS current fiscal year ending June 24, 2010, subject to customary closing
conditions and adjustments.
OVH is one of the nations leading suppliers of branded and private label nut and dried fruit
products in the produce category.
The acquisition of OVH fulfills a key pillar in JBSS five year strategic plan by significantly
increasing our presence in the produce section of food retailers, said Jeffrey T. Sanfilippo,
Chairman and CEO of JBSS. The perimeter of the store is where retailers have been increasingly
focusing their time and investment and where consumers have more frequently been purchasing fruit
and nut products. The acquisition of OVH provides JBSS with meaningful product and packaging
diversity and significant access to one of the fastest growing channels for nut and dried fruit
products. According to consumer data, as reported by a major market research firm, recent sales of
nut and dried fruit products in the produce section have grown faster than in other sections of
food retailers stores, said Jeffrey Sanfilippo.
The acquisition of OVH is anticipated to add approximately $50.0 million to $60.0 million in
incremental net sales on an annual basis. Based on OVHs financial statements for its 2008 and
2009 calendar years1, OVH would have added approximately $.30 to $.40 per share to JBSS
earnings per share for those periods.
1 | The OVH financial statements referenced herein are unaudited and have not been prepared in accordance with Generally Accepted Accounting Principles (GAAP). The earnings per share amounts set forth herein may differ from the amounts included in pro forma financial statements when computed in accordance with GAAP, which will be filed on Form 8-K at a later date. |
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The OVH management team is thrilled to become part of the JBSS family, said Steve Kerr,
President of OVH. We are excited about the opportunity to leverage JBSS scale and position as
the leading singularly focused provider of nut and nut-related solutions to expand OVHs market
reach in produce sections throughout the United States. With its unparalleled processing and
distribution capabilities in Illinois to supplement our West Coast presence, JBSS is positioned to
become the leading national fruit and nut provider to produce sections, concluded Steve Kerr.
The business that Steve Kerr, John Potter and the team at OVH have built over the last eight years
is impressive, said Jeffrey Sanfilippo. OVH developed a successful business based upon a value
added customer centric approach. It was this philosophy, which we share, coupled with OVHs high
quality and innovative product and packaging solutions, that attracted us to what we strongly
believe is a natural and strategic complement to our current business. With OVHs capabilities,
JBSS is ideally positioned to be a leading supplier of a full suite of branded and private branded
nut and nut-related products in the snack, baking and produce categories, concluded Jeffrey
Sanfilippo.
Some of the statements of Jeffrey T. Sanfilippo in this release are forward-looking. These
forward-looking statements may be generally identified by the use of forward-looking words and
phrases such as will, intends, may, believes, and expects and are based on the Companys
current expectations or beliefs concerning future events and involve risks and uncertainties.
Consequently, the Companys actual results could differ materially. The Company undertakes no
obligation to update publicly or otherwise revise any forward-looking statements, whether as a
result of new information, future events or other factors that affect the subject of these
statements, except where expressly required to do so by law. Among the factors that could cause
results to differ materially from current expectations are: (i) the risks associated with our
vertically integrated model with respect to pecans, peanuts and walnuts; (ii) sales activity for
the Companys products, including a decline in sales to one or more key customers; (iii) changes in
the availability and costs of raw materials and the impact of fixed price commitments with
customers; (iv) the ability to measure and estimate bulk inventory, fluctuations in the value and
quantity of the Companys nut inventories due to fluctuations in the market prices of nuts and bulk
inventory estimation adjustments, respectively, and decreases in the value of inventory held for
other entities, where the Company is financially responsible for such losses; (v) the Companys
ability to lessen the negative impact of competitive and pricing pressures; (vi) losses associated
with product recalls or the potential for lost sales or product liability if customers lose
confidence in the safety of the Companys products or in nuts or nut products in general, or are
harmed as a result of using the Companys products; (vii) uncertainties and other matters regarding
the Companys Elgin, Illinois facility, including the underutilization thereof; (viii) the ability
of the Company to retain key personnel; (ix) the Companys largest stockholder possessing a
majority of aggregate voting power of the Company, which may make a takeover or change in control
more difficult; (x) the potential negative impact of government regulations, including the Public
Health Security and Bioterrorism Preparedness and Response Act and laws and regulations pertaining
to food safety; (xi) the Companys ability to do business in emerging markets; (xii) deterioration
and uncertainty in economic conditions, including restricted liquidity in financial markets, and
the impact of these conditions upon the Companys lenders, customers and suppliers; (xiii) the
Companys ability to obtain additional capital, if needed; (xiv) the timing and occurrence (or
nonoccurrence) of other transactions and events which may be subject to circumstances beyond the
Companys control and (xv) the challenges of integrating acquired businesses into the Companys
operations and entering markets in which the Company has limited experience.
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John B. Sanfilippo & Son, Inc. is one of the largest processors, packagers, marketers and
distributors of shelled and in-shell nuts and nut related products in the United States. Its
products are sold under a variety of private labels and under the Companys Fisher®, Sunshine
Country®, Flavor Tree® and Texas PrideTM brand names.
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