PARSIPPANY, N.J., Oct 28, 2011 (BUSINESS WIRE) --
B&G Foods, Inc. (NYSE: BGS) announced today that it has entered into an
agreement to acquire the Mrs. Dash, Molly McButter, Sugar
Twin, Baker's Joy, Static Guard and Kleen Guard
brands from Unilever United States, Inc. for approximately $325 million
in cash.
David L. Wenner, President and Chief Executive Officer of B&G Foods,
stated: "We are very pleased to add these six brands to the B&G Foods
portfolio. Mrs. Dash seasonings have a unique position within the
seasonings category and are very relevant to today's health conscious
consumer. The other brands in the transaction are also consistent with
B&G Foods' acquisition strategy of acquiring smaller, high-margin
brands. We expect the acquisition to enhance the already high margin
structure of B&G Foods and to be immediately accretive to our earnings
per share and free cash flow."
Mrs. Dash and the five other brands generated approximately $90
million of sales in the twelve months ended September 30, 2011. B&G
Foods projects that the brands will generate EBITDA of $35 to $38
million during fiscal 2012.
Mrs. Dash has been a favorite in American kitchens since its
introduction in 1983. The pioneer of salt-free seasonings, Mrs. Dash
is one of the most recognized brands in the seasonings blends segment. Mrs. Dash's
brand essence, "Salt-Free, Flavor-Full," resonates with consumers and
underscores the brand's commitment to provide healthy products that
exceed consumers' expectations for taste.
Developed in 1982, Baker's Joy is the original no-stick baking
spray with flour. Baker's Joy's product proposition has been to
"guarantee a perfect release from the pan every time," making baking
easier, faster and more successful for everyday bakers. Developed in
1968, Sugar Twin is a calorie free sugar substitute. Molly
McButter is the number two brand in the butter sprinkles segment,
with fat free butter and cheese varieties.
Static Guard, the number one brand name in static elimination
sprays, created the anti-static spray category when it was launched in
1978 to fulfill a previously unmet consumer need. The brand's ability to
consistently deliver on its promise to "instantly eliminate static
cling" has resulted in a loyal consumer following. Kleen Guard is
positioned as a trusted, value-oriented furniture polish offering.
B&G Foods expects to fund the acquisition with additional debt and has
received financing commitments for senior secured debt financing from
Credit Suisse, Barclays Bank PLC and Royal Bank of Canada in an amount
sufficient to fund the purchase price and refinance the Company's
existing senior secured credit facilities. In addition Credit Suisse,
Barclays Capital and RBC Capital Markets acted as financial advisors to
B&G Foods.
B&G Foods expects the acquisition of the six brands and the related
financing to close in 2011, subject to regulatory approval and the
satisfaction of customary closing conditions.
Conference Call
B&G Foods will host a conference call to discuss the transaction at 9:00
a.m. ET on Tuesday, November 1, 2011. The call will be webcast live from
B&G Foods' website at www.bgfoods.com
under "Investor Relations--Company Overview." The call can also be
accessed live over the phone by dialing (877) 795-3599 for U.S. callers
or (719) 325-4827 for international callers.
A replay of the call will be available one hour after the call and can
be accessed by dialing (877) 870-5176 or (858) 384-5517 for
international callers; the password is 1249548. The replay will be
available from November 1, 2011, through November 15, 2011. Investors
may also access a web-based replay of the call at the Investor Relations
section of B&G Foods' website, www.bgfoods.com.
About B&G Foods, Inc.
B&G Foods and its subsidiaries manufacture, sell and distribute a
diversified portfolio of high-quality, shelf-stable foods across the
United States, Canada and Puerto Rico. B&G Foods' products include hot
cereals, fruit spreads, canned meats and beans, spices, seasonings, hot
sauces, wine vinegar, maple syrup, molasses, salad dressings,
Mexican-style sauces, taco shells and kits, salsas, pickles, peppers and
other specialty food products. B&G Foods competes in the retail grocery,
food service, specialty, private label, club and mass merchandiser
channels of distribution. Based in Parsippany, New Jersey, B&G Foods'
products are marketed under many recognized brands, including Ac'cent,
B&G, B&M, Brer Rabbit, Cream of Rice, Cream of Wheat, Don Pepino,
Emeril's, Grandma's Molasses, Joan of Arc, Las Palmas,
Maple Grove Farms of Vermont, Ortega, Polaner, Red Devil, Regina,
Sa-són, Sclafani, Trappey's, Underwood, VermontMaid and Wright's.
Forward-Looking Statements
Statements in this press release that are not statements of
historical or current fact constitute "forward-looking statements."The
forward-looking statements contained in this press release include
without limitation statements related to the planned acquisition of Mrs.
Dash and the five other brands and the timing and financing thereof; and
the expected impact of the planned acquisition, including without
limitation the expected impact on B&G Foods' margins, earnings per share
growth, EBITDA and free cash flow potential.Such forward-looking
statements involve known and unknown risks, uncertainties and other
unknown factors that could cause the actual results of B&G Foods to be
materially different from the historical results or from any future
results expressed or implied by such forward-looking statements. In
addition to statements that explicitly describe such risks and
uncertainties readers are urged to consider statements labeled with the
terms "believes," "belief," "expects," "projects," "intends,"
"anticipates" or "plans" to be uncertain and forward-looking. The
forward-looking statements contained herein are also subject generally
to other risks and uncertainties that are described from time to time in
B&G Foods' filings with the Securities and Exchange Commission,
including under Item 1A, "Risk Factors" in the Company's Annual Report
on Form 10-K for fiscal 2010 filed on March 1, 2011.B&G Foods
undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise.
SOURCE: B&G Foods, Inc.
ICR, Inc.
Investor Relations:
Don Duffy, 866-211-8151
or
Media Relations:
Matt Lindberg, 203-682-8214
