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Pinnacle Foods to Acquire Boulder Brands

11/25/2015
Pinnacle Foods Inc. will aquire Boulder Brands, Inc. in a transaction valued at approximately $975 million, expanding Pinnacle's presence in growing and complementary health and wellness categories.  The transaction also expands Pinnacle's presence in the natural and organic retail channel and provides Pinnacle with a new growth platform in refrigerated foods.

Under the terms of the agreement, Pinnacle Foods intends to launch a tender offer to acquire all of the outstanding shares of Boulder Brands for $11.00 per share including approximately $265 million of net debt.  The transaction is subject to customary closing conditions and is expected to be completed in the first quarter of 2016.  Pinnacle expects the transaction to be accretive to EPS beginning in 2016.

Boulder Brands, headquartered in Boulder, Colorado, manufactures a portfolio of health and wellness brands, including Udi's and Glutino gluten-free products, EVOL natural frozen meal offerings, and Smart Balance and Earth Balance refrigerated and shelf-stable spreads businesses.  The Boulder Brands portfolio is sold in both traditional and natural and organic channels in the U.S., with a consumer base that skews younger than that of Pinnacle's current portfolio average.  Annual net sales of Boulder Brands totaled over $500 million in 2014.

The transaction will be funded with cash on hand and new debt.  Perella Weinberg Partners LP is serving as financial advisor to Pinnacle Foods in connection with this transaction, and Cravath, Swaine & Moore LLP is serving as legal advisor.  Bank of America Merrill Lynch has provided committed financing in connection with the transaction. William Blair & Company LLC is serving as financial advisor to Boulder Brands, and Fried, Frank, Harris, Shriver & Jacobson LLP is serving as legal advisor.
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