Smart Balance

Pinnacle Foods Inc. (NYSE: PF) is buying the maker of Smart Balance spreads and other healthy labels for $975 million to expand in the natural, organic and refrigerated foods categories.

The target, Boulder Brands (Nasdaq: BDBD), also makes Udi's and Glutino gluten-free products, Evol natural frozen meals and Earth Balance, another spread. The business had more than $500 million in net sales for 2014. Pinnacle says it expects to increase Boulder's net adjusted Ebitda of $62 million by 50 percent in the next two years.

Pinnacle is paying $11 per share, which added to Boulder's $265 million in net debt brings the deal value to $975 million. Boulder's shares closed at $10.07 on Nov. 23, before the transaction was announced. The purchase-price multiple works out to about 10x.

"The acquisition of Boulder Brands further expands our health and wellness portfolio, currently anchored by the Birds Eye and Garden Brands," says Pinnacle CEO Bob Gamgort. Pinnacle, headquartered in Parsippany, New Jersey, also owns Duncan Hines, Vlasic, Wish-Bone, Hungry-Man and many other brands.

After the deal is completed in the first quarter of next year, about 50 percent of Pinnacle’s sales will come from health and wellness products, Gamgort said on a conference call. Acquiring Boulder will give the company access to more organic and natural retailers and increase its appeal to millennial customers, he said.

Pinnacle is just one of a handful of strategic buyers looking to bulk up on better-for-you brands through acquisition instead of innovation. For more on food acquisitions, see Snack Time.

Earlier in 2015, WhiteWave Foods Co. (NYSE: WWAV) paid $550 for plant-based protein brand Vega, which was backed by private equity firm VMG Partners. For more on that deal, watch our video interview with VMG Managing Director David Baram. Denver-based WhiteWave has already made other acquisitions to expand in the healthy food segment, including So Delicious Dairy Free, which makes plant-based beverages, creamers, cultured products and frozen desserts.

Before that deal, General Mills (NYSE: GIS) bought food and condiments brand Annie's.

B&G Foods has also been active in the healthy food space. The business bought vegetable business Green Giant from General Mills earlier in 2015; pizza crust maker Mama Mary's, also earlier in 2015; granola bar business Rickland Orchards LLC; and snack brand Pirate's Booty, also a VMG exit.

Pinnacle itself was a takeover target back in 2014. Hillshire Brands Co. agreed in May 2014 to buy the business for $4.3 billion, but that deal was thwarted when Hillshire received multi-billion dollar bids from Tyson Foods Inc. and Pilgrim's Pride Corp. Tyson closed the deal for Hillshire in August 2014.

Perella Weinberg Partners LP is Pinnacle's financial adviser on the Boulder deal, while Cravath Swaine & Moore LLP provides legal advice. Bank of America Merrill Lynch is providing financing for the deal. William Blair & Co. LLC is Boulder's financial adviser, with Fried Frank Harris Shriver & Jacobson LLP as legal counsel.

-- Additional reporting from Bloomberg News

 

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