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Post Holdings to Acquire Dakota Growers Pasta Company



            Post Holdings to Acquire Dakota Growers Pasta Company

PR Newswire

ST. LOUIS, Sept. 16, 2013

ST. LOUIS, Sept. 16, 2013 /PRNewswire/ -- Post Holdings, Inc. (NYSE:POST)
today announced it has signed a definitive agreement to acquire Dakota Growers
Pasta Company, Inc. ("Dakota Growers") from Viterra Inc., a wholly-owned
subsidiary of Glencore Xstrata plc.

(Logo: http://photos.prnewswire.com/prnh/20120523/CG12577LOGO)

Dakota Growers is a leader in the approximately $5 billion North American
pasta market, with leadership positions in the private label retail,
foodservice and ingredient channels.  The company is located in Carrington,
North Dakota, where it has durum wheat milling and pasta production
capabilities. Dakota Growers also has production capabilities in New Hope,
Minnesota.   

The Dakota Growers business will be managed independently from other Post
Holdings businesses by its existing management team led by Ed Irion, Vice
President and General Manager. 

"I am delighted to welcome Ed, his team, and the Dakota Growers associates
into the growing family of Post Holdings' companies," said William P. Stiritz,
Post's Chairman and Chief Executive Officer.  "With Dakota Growers, Post
continues to expand its portfolio into segments of the overall food industry
where it sees opportunities to grow and diversify its strong cash flow."   

Terms of the deal call for $370 million in cash to be paid at the time of
closing, on a cash-free, debt-free basis, subject to a working capital
adjustment.  The acquisition will be funded by a combination of cash on hand
and up to $200 million in committed debt financing.  On a full year basis, the
transaction is expected to contribute approximately $300 million to net sales
and approximately $42-$46 million of EBITDA.

The Company anticipates completing the transaction in January 2014, subject to
various closing conditions including the expiration of waiting periods
required under antitrust laws and the delivery of audited financial statements
for the Dakota Growers business.

The transaction is structured as a stock purchase, in which Post has agreed to
purchase all of the outstanding stock of Agricore United Holdings Inc., the
parent company of Dakota Growers.  The acquisition, excluding transaction,
integration and purchase accounting related costs, is expected to be
immediately accretive to Post's results; the ultimate earnings per share
impact will be subject to finalization of the allocation of the purchase
price.

Forward-Looking Statements

Certain matters discussed in this news release are forward-looking statements,
including the expected timing of the acquisition and the expected financial
contribution of the acquisition. Such statements involve certain risks and
uncertainties that could cause actual results to differ materially from those
in the forward-looking statements. Potential risks and uncertainties include
risks related to, among other things, obtaining regulatory approval of or
non-objection to the acquisition; the potential impact on the business due to
uncertainty about the acquisition; the retention of Dakota Growers employees
and the ability of Post to successfully integrate operations; the possibility
that various closing conditions for the transaction may not be satisfied or
waived, including that a governmental entity may prohibit, delay or refuse to
grant approval for the consummation of the transaction; the effects of
disruption from the transaction making it more difficult to maintain
relationships with employees, customers, suppliers, other business partners or
governmental entities for both parties; other business transaction costs;
actual or contingent liabilities of the acquired business; the inability to
predict the future success or market acceptance of the acquired business; and
other risks described in the Company's filings with the Securities and
Exchange Commission. These forward-looking statements represent the Company's
judgment as of the date of this press release. The Company disclaims, however,
any intent or obligation to update these forward-looking statements. 

Use of Forward-Looking Non-GAAP Measures

Post has presented in this release certain forward-looking statements about
future financial performance that include EBITDA. EBITDA is a non-GAAP measure
which represents net earnings excluding income taxes, net interest expense,
net other nonoperating income/expense, depreciation and amortization.  The
Company believes that EBITDA is useful to an investor in evaluating the
Company's operating performance and liquidity because (i) it is widely used to
measure a company's operating performance without regard to items which can
vary depending upon accounting methods and the book value of assets, (ii) it
presents a meaningful measure of corporate performance exclusive of the
Company's capital structure and the method by which the assets were acquired,
and (iii) it is a widely accepted financial indicator of a company's ability
to service its debt, as the Company is required to comply with certain
covenants and limitations that are based on variations of EBITDA in the
Company's financing documents.

Post has not provided a reconciliation of this forward-looking non-GAAP
financial measure due to the difficulty in forecasting and quantifying the
amount of the items excluded from EBITDA that will be included in net
earnings, the comparable GAAP financial measure.

About Post Holdings, Inc.

Post Holdings, Inc. is the parent company of Post Foods, LLC, Attune Foods,
LLC and Premier Nutrition Corporation.  Post has enriched the lives of
consumers, offering quality foods since 1895. Post's products are generally
sold to supermarket chains, wholesalers, supercenters, club stores, mass
merchandisers, distributors, convenience stores and the foodservice channel in
North America. Post's portfolio of brands includes diverse offerings to meet
the taste and nutritional needs of all families, including such favorites as
Honey Bunches of Oats®, Pebbles™, Great Grains®, Post Shredded Wheat®, Post®
Raisin Bran, Grape-Nuts®, and Honeycomb®.  With recent acquisitions, Post's
portfolio of brands now also includes Attune®, Uncle Sam®, Erewhon®, Golden
Temple™, Peace Cereal®, Sweet Home Farm®, Willamette Valley Granola Company™,
Premier Protein® and Joint Juice®.  Post is dedicated to health and wellness,
offering consumers a variety of choices to meet their nutritional needs. For
more information, visit www.postfoods.com. 

SOURCE Post Holdings, Inc.

Website: http://www.postfoods.com
Contact: Robert Vitale, Chief Financial Officer, (314) 644-7601
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