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Hain Celestial Completes Strategic Acquisition In The United Kingdom



     Hain Celestial Completes Strategic Acquisition In The United Kingdom

  PR Newswire

  MELVILLE, New York, Oct. 29, 2012

- Acquires Market-Leading Brands Including Hartley's® And Sun-Pat®

- Provides Entry Into Ambient Grocery Categories

- $0.25 Per Share Accretion Expected In Fiscal Year 2013  

MELVILLE, New York, Oct. 29, 2012 /PRNewswire/ -- The Hain Celestial Group,
Inc. (NASDAQ:  HAIN), a leading natural and organic products company providing
consumers with A Healthy Way of Life™ , today announced the closing of the
acquisition of Premier Foods plc's portfolio of market-leading packaged
grocery brands including Hartley's®, Sun–Pat®, Gale's®, Robertson's®, and
Frank Cooper's®—with peanut butter, honey, jams, fruit and jelly, marmalade
and chocolate product offerings—along with its Histon manufacturing base in
Cambridgeshire, United Kingdom. 

(Logo:  http://photos.prnewswire.com/prnh/20121002/NY84931LOGO )

The acquisition is expected to be accretive to Hain Celestial's earnings
beginning with the second quarter of fiscal year 2013.  The Company estimates
that net sales during the eight month period from closing to June 30, 2013
will approximate $180 million with accretion in earnings per diluted share
during that period approximating $0.25 before acquisition related charges.
 Consideration consisted of £170 million in cash and 836,426 shares of Hain
Celestial common stock. 

The business being acquired generated over $250 million in sales in its last
fiscal year, of which approximately 60% were branded products, and will become
part of the Hain Daniels Group.  Hain Daniels Group, wholly owned by Hain
Celestial, was established in October 2011 following the acquisition of The
Daniels Group.  Hain Daniels makes and sells fresh food and drinks in eight
chilled and frozen food categories under leading brands including the New
Covent Garden Soup Co.®, Johnson's Juice Co.®, Linda McCartney®, Farmhouse
Fare® and Lovetub®. 

"This acquisition furthers our goal to expand in the United Kingdom and
positions the newly expanded Hain Daniels business in the top 40 of all food
and beverage suppliers in the UK," commented Irwin Simon, Founder, President
and Chief Executive Officer of Hain Celestial.  "We expect to leverage the
loyal customer base from Hartley's, Sun-Pat, Gale's, Robertson's, Frank
Cooper's and Rose's with our existing global brands including Rice Dream®,
Celestial Seasonings®, Earth's Best®, Terra® Chips and Sensible Portions® in
the United Kingdom marketplace." 

"Our mission at Hain Daniels is to offer our customers and the consumer
relevant, convenient, inspiring and innovative branded fruit and vegetable
solutions for a wide variety of consumption occasions.  We believe creating an
Ambient Grocery Division through the acquisition and integration of these
Premier Foods brands with its experienced workforce will strengthen this
proposition," added Rob Burnett, Chief Executive Officer, Hain Daniels. 

The Company will conduct a conference call on Thursday, November 1, 2012 at
4:30 PM Eastern Time to review its First Quarter Fiscal Year 2012 results,
which will be released prior to the call.  The Company expects to discuss the
transaction at that time.

Safe Harbor Statement This press release contains forward-looking statements
under Rule 3b-6 of the Securities Exchange Act of 1934, as amended.  Words
such as "plan," "continue," "expect," "expected," "anticipate," "estimate,"
"believe," "may," "potential," "can," "positioned," "should," "future," "look
forward" and similar expressions, or the negative of those expressions, may
identify forward-looking statements.  Forward-looking statements involve known
and unknown risks and uncertainties, which could cause the Company's actual
results to differ materially from those described in the forward-looking
statements.  These forward-looking statements include the Company's
expectations relating to (i) the impact of the acquisition on the Company's
sales and earnings in fiscal year 2013; (ii) the Company's plans to expand
existing brands and product distribution and enter into new categories and the
results therefrom; (iii) the Ambient Grocery Division; and (iv) expansion in
the United Kingdom.  These risks include but are not limited to the Company's
ability to achieve its guidance for net sales and earnings per diluted share
in fiscal year 2013 given the economic environment in the U.S. and other
markets that it sells products as well as economic, political and business
conditions generally and their effect on the Company's customers and
consumers' product preferences, and the Company's business, financial
condition and results of operations; the Company's expectations for its
business for fiscal year 2013 and its positioning for the future; changes in
estimates or judgments related to the Company's impairment analysis of
goodwill and other intangible assets, as well as with respect to the Company's
valuation allowances of its deferred tax assets; the Company's ability to
implement its business and acquisition strategy, including its strategy for
improving results in the United Kingdom and the integration of the Daniels
Group acquisition; the ability of the Company's joint venture investments,
including Hain Pure Protein Corporation, to successfully execute their
business plans; the Company's ability to realize sustainable growth generally
and from investment in core brands, offering new products and its focus on
cost containment, productivity, cash flow and margin enhancement in
particular; the Company's ability to effectively integrate its acquisitions;
competition; the success and cost of introducing new products as well as the
Company's ability to increase prices on existing products; the availability
and retention of key personnel; the Company's reliance on third party
distributors, manufacturers and suppliers; the Company's ability to maintain
existing customers and secure and integrate new customers; the Company's
ability to respond to changes and trends in customer and consumer demand,
preferences and consumption; international sales and operations; changes in
fuel, raw materials and commodity costs; the effects on the Company's results
of operations from the impacts of foreign exchange; changes in, or the failure
to comply with, government regulations; the availability of natural and
organic ingredients; the loss of one or more of our manufacturing facilities;
our ability to use our trademarks; reputational damage; product liability;
seasonality; the Company's reliance on its information technology systems; and
other risks detailed from time-to-time in the Company's reports filed with the
Securities and Exchange Commission, including the annual report on Form 10-K
for the fiscal year ended June 30, 2012.  As a result of the foregoing and
other factors, no assurance can be given as to future results, levels of
activity and achievements and neither the Company nor any person assumes
responsibility for the accuracy and completeness of these statements.

The Hain Celestial Group, Inc. The Hain Celestial Group (NASDAQ: HAIN),
headquartered in Melville, NY, is a leading natural and organic products
company in North America and Europe. Hain Celestial participates in many
natural categories with well-known brands that include Celestial Seasonings®,
Earth's Best®, Terra®, Garden of Eatin'®, Sensible Portions®, Health Valley®,
Arrowhead Mills®, MaraNatha®, SunSpire®, DeBoles®, Gluten Free Café™, Hain
Pure Foods®, Hollywood®, Spectrum Naturals®, Spectrum Essentials®, Walnut
Acres Organic®, Imagine®, Almond Dream®, Rice Dream®, Soy Dream®, WestSoy®,
The Greek Gods®, Ethnic Gourmet®, Yves Veggie Cuisine®, Europe's Best®, Cully
& Sully®, New Covent Garden Soup Co.®, Johnson's Juice Co.®, Farmhouse Fare®,
Hartley's®, Sun–Pat®, Gale's®, Robertson's®, Frank Cooper's®, Linda
McCartney®, Lima®, Danival®, GG UniqueFiber®, Natumi®, JASON®, Zia® Natural
Skincare, Avalon Organics®, Alba Botanica®, Queen Helene® and Earth's Best
TenderCare®.  Hain Celestial has been providing "A Healthy Way of Life™" since
1993.  For more information, visit www.hain-celestial.com .

Website: http://www.hain-celestial.com
Contact: Ira Lamel or Mary Anthes, The Hain Celestial Group, Inc.,
+1-631-730-2200
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