Snyder's-Lance to Acquire Diamond Foods
Snyder's-Lance, Inc. and Diamond Foods, Inc. announce they have entered into a definitive agreement under which Snyder's-Lance will acquire all outstanding shares of Diamond Foods in a cash and stock merger transaction for approximately $1.91 billion, including the assumption of approximately $640 million of indebtedness. Under the terms of the agreement, Diamond stockholders will receive 0.775 Snyder’s-Lance shares and $12.50 in cash per Diamond Foods share upon closing of the transaction. After close of the transaction, Brian J. Driscoll, President and CEO of Diamond Foods, will join the board of directors of Snyder’s- Lance.
The agreement has been approved by the Boards of Directors of both companies, who recommend that their respective stockholders approve the transaction. Oaktree Capital, Diamond’s largest stockholder, has agreed to vote in favor of the transaction. Diamond Foods stockholders will own approximately 26 percent of the combined company based on today’s outstanding share counts.
The strategic combination of Snyder’s-Lance and Diamond Foods creates a highly complementary and diversified portfolio of branded products. Diamond Foods is a leading snack food company with five brands including Kettle Brand potato chips, KETTLE Chips, Pop Secret popcorn, Emerald snack nuts, and Diamond of California culinary nuts. Each Diamond Foods brand brings unique strengths that fit with Snyder’s-Lance’s strategic plan while increasing the company’s annualized net revenue to approximately $2.6 billion.
The transaction expands Snyder’s-Lance’s footprint in “better-for-you” snacking and increases the Company’s existing natural food channel presence. Snyder’s-Lance expects that this transaction will expand and strengthen its Direct Store Delivery (“DSD”) network in the United States, and provide Snyder’s-Lance with a platform for growth in the UK and across Europe.
Snyder’s-Lance expects the transaction to be immediately accretive to the Company’s 2016 annualized earnings. The significant synergy potential includes an estimated $75 million in annual cost savings, of which approximately $10 million will be re-invested in the business to achieve the combined company’s growth plans. This excludes transaction-related and integration costs. Synergies are expected to come from increased scale of the combined company, leveraging Snyder’s-Lance existing distribution system and cost reductions. In addition Snyder's-Lance will gain the benefit of tax net operating losses (NOL’s) with a net present value of $110 million dollars.
Snyder's-Lance plans to take full advantage of the combined sales forces of Snyder's-Lance and Diamond to drive stronger top line growth than either company could achieve alone. Additionally, this move gives the company an opportunity to grow internationally with Diamond’s existing European platform, bringing unique products to consumers in that market.
Compelling Strategic Rationale
Snyder’s-Lance believes the combined company will have a significantly expanded portfolio and enhanced capabilities, including:
Broad Array of Iconic Snacking Brands - The new Snyder's-Lance will offer an enhanced portfolio of iconic brands including: Snyder’s of Hanover, Kettle Brand, KETTLE Chips, Lance, Pop Secret, Cape Cod, Snack Factory Pretzel Crisps, Emerald nuts, Late July and Diamond of California nuts, among others.
International Expansion - Opportunities for geographic expansion beginning with Diamond Foods UK presence with future reach across Europe.
Expanded Better-For-You Presence – The transaction will build upon Snyder’s-Lance’s current “better-for-you” credentials with more brands and products, aligning to important consumer trends with a diversified portfolio of non-GMO and organic branded products.
Increased Scale – The combination is expected to provide deeper retailer partnerships and a larger presence in snacks, deli and center of store locations. Product distribution is also expected to expand with opportunities in natural, convenience store, food service and other channels.
Enhanced Operational Platform – The transaction brings together two highly complementary businesses and scalable infrastructure across distribution, manufacturing and procurement.
Strengthened Capabilities – Strategic combination creates ability to leverage the talents of two robust teams through best practices and knowledge sharing.
Completion of the transaction is subject to approval by both Snyder’s-Lance and Diamond stockholders. In conjunction with the agreement, certain stockholders of each company have entered into voting agreements and, subject to the agreements’ terms and conditions, have agreed to vote their shares in favor of the transaction.
Snyder’s Lance expects to continue to pay a dividend of $0.64 per share.
The transaction is expected to close in early 2016, subject to stockholder and regulatory approvals and other customary closing conditions.
The agreement has been approved by the Boards of Directors of both companies, who recommend that their respective stockholders approve the transaction. Oaktree Capital, Diamond’s largest stockholder, has agreed to vote in favor of the transaction. Diamond Foods stockholders will own approximately 26 percent of the combined company based on today’s outstanding share counts.
The strategic combination of Snyder’s-Lance and Diamond Foods creates a highly complementary and diversified portfolio of branded products. Diamond Foods is a leading snack food company with five brands including Kettle Brand potato chips, KETTLE Chips, Pop Secret popcorn, Emerald snack nuts, and Diamond of California culinary nuts. Each Diamond Foods brand brings unique strengths that fit with Snyder’s-Lance’s strategic plan while increasing the company’s annualized net revenue to approximately $2.6 billion.
The transaction expands Snyder’s-Lance’s footprint in “better-for-you” snacking and increases the Company’s existing natural food channel presence. Snyder’s-Lance expects that this transaction will expand and strengthen its Direct Store Delivery (“DSD”) network in the United States, and provide Snyder’s-Lance with a platform for growth in the UK and across Europe.
Snyder’s-Lance expects the transaction to be immediately accretive to the Company’s 2016 annualized earnings. The significant synergy potential includes an estimated $75 million in annual cost savings, of which approximately $10 million will be re-invested in the business to achieve the combined company’s growth plans. This excludes transaction-related and integration costs. Synergies are expected to come from increased scale of the combined company, leveraging Snyder’s-Lance existing distribution system and cost reductions. In addition Snyder's-Lance will gain the benefit of tax net operating losses (NOL’s) with a net present value of $110 million dollars.
Snyder's-Lance plans to take full advantage of the combined sales forces of Snyder's-Lance and Diamond to drive stronger top line growth than either company could achieve alone. Additionally, this move gives the company an opportunity to grow internationally with Diamond’s existing European platform, bringing unique products to consumers in that market.
Compelling Strategic Rationale
Snyder’s-Lance believes the combined company will have a significantly expanded portfolio and enhanced capabilities, including:
Broad Array of Iconic Snacking Brands - The new Snyder's-Lance will offer an enhanced portfolio of iconic brands including: Snyder’s of Hanover, Kettle Brand, KETTLE Chips, Lance, Pop Secret, Cape Cod, Snack Factory Pretzel Crisps, Emerald nuts, Late July and Diamond of California nuts, among others.
International Expansion - Opportunities for geographic expansion beginning with Diamond Foods UK presence with future reach across Europe.
Expanded Better-For-You Presence – The transaction will build upon Snyder’s-Lance’s current “better-for-you” credentials with more brands and products, aligning to important consumer trends with a diversified portfolio of non-GMO and organic branded products.
Increased Scale – The combination is expected to provide deeper retailer partnerships and a larger presence in snacks, deli and center of store locations. Product distribution is also expected to expand with opportunities in natural, convenience store, food service and other channels.
Enhanced Operational Platform – The transaction brings together two highly complementary businesses and scalable infrastructure across distribution, manufacturing and procurement.
Strengthened Capabilities – Strategic combination creates ability to leverage the talents of two robust teams through best practices and knowledge sharing.
Completion of the transaction is subject to approval by both Snyder’s-Lance and Diamond stockholders. In conjunction with the agreement, certain stockholders of each company have entered into voting agreements and, subject to the agreements’ terms and conditions, have agreed to vote their shares in favor of the transaction.
Snyder’s Lance expects to continue to pay a dividend of $0.64 per share.
The transaction is expected to close in early 2016, subject to stockholder and regulatory approvals and other customary closing conditions.