B&G Foods Announces Agreement to Acquire Pirate Brands, including Pirate’s
PARSIPPANY, N.J. -- June 10, 2013
B&G Foods, Inc. (NYSE: BGS) announced today that it has entered into an
agreement to acquire Robert’s American Gourmet Food, LLC dba Pirate Brands, a
leader in the all-natural snack foods category, from VMG Partners, Driven
Capital Management, founder Robert Ehrlich and certain other entities and
individuals, for approximately $195 million in cash.
“We are delighted to add PirateBrands, including the iconic Pirate’s Booty,
to the B&G Foods family of brands. The acquisition of this business and its
collection of growing natural snack foods, marks the second addition to our
snack foods portfolio since we entered the category last October,” said David
L. Wenner, President and Chief Executive Officer of B&G Foods.
“VMG Partners and Driven Capital Management, under the leadership of Mike
Repole, have done an outstanding job with Pirate Brands over the past five
years, building upon the fun, innovative, all-natural brand originated by
Robert Ehrlich in 1987. We look forward to continuing to bring consumers
great-tasting, all natural snack foods they have come to love and expect from
Pirate Brands,” continued Mr. Wenner.
“Consistent with our acquisition strategy, we expect the acquisition to be
immediately accretive to our earnings per share and free cash flow.”
Pirate Brands’ deliciously baked, all-natural, trans fat and gluten free snack
brands include Pirate’s Booty, Smart Puffs and Original Tings. B&G Foods
projects that following the acquisition, Pirate Brands will generate net sales
of $80 million to $90 million and adjusted EBITDA of $18 million to $20
million on an annualized basis after the business is fully integrated into B&G
B&G Foods intends to fund the acquisition with the remaining net proceeds of
its recently completed senior notes offering and additional revolving credit
borrowings under its credit agreement. B&G Foods expects the acquisition to
close in July 2013, subject to regulatory approval and the satisfaction of
customary closing conditions.
B&G Foods will host a conference call to discuss the acquisition at 9:00 a.m.
ET on Monday, June10, 2013. 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 (888) 337-8192 for
U.S. callers or (719) 457-2086 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 3819539. The replay will be available from June 10,
2013 through June 24, 2013. Investors may also access a web-based replay of
the call at the Investor Relations section of B&G Foods’ website,
About B&G Foods, Inc.
B&G Foods and its subsidiaries manufacture, sell and distribute a diversified
portfolio of high-quality, branded shelf-stable foods across the United
States, Canada and Puerto Rico. Based in Parsippany, NewJersey, B&GFoods’
products are marketed under many recognized brands, including Ac’cent, B&G,
B&M, Baker’sJoy, Brer Rabbit, Cream of Rice, Cream of Wheat, Devonsheer, Don
Pepino, Emeril’s, Grandma’sMolasses, JJFlats, Joan of Arc, Las Palmas, Maple
Grove Farms, Molly McButter, Mrs. Dash, NewYork Style, OldLondon, Ortega,
Polaner, Red Devil, Regina, Sa-són, Sclafani, Sugar Twin, Trappey’s,
TrueNorth, Underwood, Vermont Maid and Wright’s. B&G Foods also sells and
distributes two branded household products, StaticGuard and Kleen Guard.
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 Pirate Brands and the timing
thereof; and the expected impact of the acquisition, including without
limitation the expected impact on B&G Foods’ earnings per share growth, net
sales, adjusted EBITDA and free cash flow. 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&GFoods’ 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 2012 filed on February 26, 2013. B&GFoods undertakes no obligation to
publicly update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise.
Don Duffy, 866-211-8151
Matt Lindberg, 203-682-8214
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