PARAMUS, N.J., May 31, 2012 (GLOBE NEWSWIRE) -- Smart Balance, Inc.(Nasdaq:SMBL) today announced it has signed a definitive agreementto acquire Udi's Healthy Foods, LLC (Udi's) for $125 million incash from majority shareholder Hubson Acquisition, LLC, anaffiliate of E&A Industries based in Indianapolis, the familyof founder Udi Bar-on, and other minority holders. The acquisitionwill be treated as an asset purchase for tax purposes. As a result,the Company expects to realize future tax benefits with a presentvalue of approximately $22 million¹, resulting in an effectivepurchase price of approximately $103 million. Based in Denver, CO, Udi's markets gluten-free products under the"Udi's Gluten Free Foods" brand in the retail market, and sincemid-2011, food service channels. Udi's is a leading brand ingluten-free bread and baked goods. |
In addition, Udi's markets othergluten-free products including frozen pizza and granola. In thetwelve month period ended March 31, 2012, Udi's sales doubled to$60.9 million. Transaction Highlights: Smart Balance has agreed to pay Hubson Acquisition, LLC, anaffiliate of E&A Industries, the family of founder Udi Bar-on,and other minority holders a total of $125 million in cash, subjectto customary adjustments. The acquisition will be treated as an asset purchase for taxpurposes. As a result, Smart Balance expects to realize future cashtax benefits with a present value of approximately $22million¹, resulting in an effective purchase price ofapproximately $103 million.
The acquisition, as well as the refinancing of existing outstandingdebt, will be financed with the proceeds of a new $280 millionsenior secured credit facility, which will include a $40 millionrevolver. The Company expects to close the transaction in July, at whichpoint it expects long-term debt to be approximately $240 million. After Smart Balance closes the transaction and determines the finalallocation of the purchase price to the assets acquired, includingamortizable intangibles, as well as the terms of the financing, theCompany plans to be in a position to provide its financial outlookfor Udi's in connection with its Q2-2012 Earnings Report. For 2013, the Company expects the transaction to be accretive tocash EPS². Commenting on the announcement, Chairman and Chief ExecutiveOfficer Stephen Hughes stated, "We are excited to add Udi's HealthyFoods to our portfolio of health and wellness brands.
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