Attached files
file | filename |
---|---|
8-K - FORM 8-K - TreeHouse Foods, Inc. | c60227e8vk.htm |
EX-2.1 - EX-2.1 - TreeHouse Foods, Inc. | c60227exv2w1.htm |
EX-2.2 - EX-2.2 - TreeHouse Foods, Inc. | c60227exv2w2.htm |
Exhibit 99.1
NEWS RELEASE
Contact:
|
Investor Relations 708.483.1300 Ext 1331 |
TreeHouse Foods, Inc. Announces Acquisition of S.T. Specialty Foods
Westchester, IL, September 13, 2010 TreeHouse Foods, Inc. (NYSE:THS) today announced that
it has entered into a definitive agreement to acquire S.T. Specialty Foods, a portfolio company of
Windjammer Capital Investors. The Brooklyn Park, MN based maker of private label macaroni and
cheese, skillet dinners and other value-added side dishes and salads sells primarily to the North
American retail grocery segment and has sales of approximately $100 million.
TreeHouse has agreed to pay $180 million in cash for the business, subject to certain closing and
post-closing adjustments, plus up to an additional $15 million in cash if the company achieves
certain earnings targets for the 12 month period ending December 31, 2010. The acquisition will be
financed through borrowings under TreeHouses existing $600 million credit facility. The
transaction will be neutral to the Companys earnings over the balance of 2010, but is expected to
add between $0.11 and $0.13 per share to earnings on an annualized basis. The acquisition is
expected to close in October, subject to regulatory approvals and the satisfaction of customary
closing conditions.
We are delighted to acquire a business that expands our portfolio with the leading private label
manufacturer of macaroni and cheese and skillet dinners, commented Sam K. Reed, Chairman and Chief
Executive Officer. S.T. has had consistent growth since its inception and will not only add to
our broad product portfolio for the retail grocery channel, but it will also give us the
opportunity to expand our offerings into the lunch and dinner meal occasions.
The acquisition will align us with one of the fastest growing food companies in North America,
said Dale Schulz, President of S.T. Specialty Foods. We believe TreeHouse is an excellent fit
with not only our products, but also with the culture we have established here at S.T.
During our partnership with S.T., the company has successfully executed upon initiatives that have
it well-positioned for continued success, said Greg Bondick, a Managing Director in Windjammers
Boston office. We have tremendous respect for the organization that Dale Schulz and Ray Turcotte
have built and it has been our great pleasure to be part of the S.T. family for the last two years.
We have faith that S.T.s success will continue under TreeHouse ownership.
S.T. Specialty Foods has manufacturing and distribution facilities in Brooklyn Park, MN and
Kenosha, WI. TreeHouse does not anticipate making any significant changes to S.T.s existing
operations.
William Blair & Company, L.L.C. acted as financial advisor to TreeHouse in connection with the
transaction, and Winston & Strawn LLP provided legal counsel. S.T. Specialty Foods was advised by
Houlihan Lokey Howard & Zukin Capital, Inc. and the law firm of Choate, Hall & Stewart LLP.
CONFERENCE CALL WEBCAST
A webcast
to discuss the transaction will be held at 9:00 a.m. (Eastern Time)
tomorrow, September 14 and may be accessed by visiting the Investor Overview page through the
Investor Relations menu of the Companys website at http://www.treehousefoods.com.
ABOUT TREEHOUSE FOODS
TreeHouse is a food manufacturer servicing primarily the retail grocery and foodservice channels.
Its products include non-dairy powdered coffee creamer; canned soup, salad dressings and sauces;
powdered drinks, hot cereals, salsa and Mexican sauces; jams and pie fillings; pickles and related
products; infant feeding products; and other food products including aseptic sauces, refrigerated
salad dressings, and liquid non-dairy creamer. TreeHouse believes it is the largest manufacturer
of pickles and non-dairy powdered creamer in the United States and the largest manufacturer of
private label salad dressings, powdered drinks and hot cereals in the United States and Canada
based on sales volume.
ABOUT S.T. SPECIALTY FOODS
S.T. Specialty Foods is the leading North American manufacturer of private label and store branded,
dry shelf-stable dinners and side dishes. Headquartered in Brooklyn Park, MN, with an additional
facility in Kenosha, WI, the Company serves a diverse customer base in the grocery retail, discount
retail, wholesale, mass merchandiser, and specialty retail channels. Macaroni and cheese dinners,
add-meat skillet dinners, rice dinners, and meatless side dishes are among the many products the
Company manufactures.
ABOUT WINDJAMMER CAPITAL INVESTORS
Windjammer is a national private investment firm which invests control equity, minority equity and
subordinated debt in leading middle market businesses. Windjammer has successfully raised 4
institutional funds totaling over $1.2 billion of capital and is currently investing out of its
latest fund with $575 million in commitments. The firm targets investments in companies that are
leaders in attractive niche markets and share several of the following characteristics: significant
and defensible market positions; differentiated products and services; strong management teams;
scalable business models; and consistent financial performance. Since its founding in 1990,
Windjammer has completed over 40 middle market transactions across a broad selection of
manufacturing, business services and value-added distribution businesses.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements. Forward-looking statements include all
statements that do not relate solely to historical or current facts, and can generally be
identified by the use of words such as may, should, could, expects, seek to,
anticipates, plans, believes, estimates, intends, predicts, projects, potential or
continue or the negative of such terms and other comparable terminology. These statements are
only predictions. The outcome of the events described in these forward-looking statements is
subject to known and unknown risks, uncertainties and other factors that may cause the Company or
its industrys actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or achievement expressed or
implied by these forward-looking statements. TreeHouses Form 10-K for the year ended December 31,
2009 and, from time to time, its other filings with the Securities and Exchange Commission, discuss
some of the factors that could contribute to these differences. You are cautioned not to unduly
rely on such forward-looking statements, which speak only as of the date made, when evaluating the
information presented in this presentation. The Company expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any forward-looking statement contained
herein, to reflect any change in its expectations with regard thereto, or any other change in
events, conditions or circumstances on which any statement is based.