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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of
1934
BOULDER BRANDS, INC.
(Name of Subject Company)
BOULDER BRANDS, INC.
(Names of Persons Filing Statement)
Common Stock, par value $0.0001per share
(Title of Class of Securities)
101405108
(CUSIP Number of Class of Securities)
Timothy R. Kraft, Esq.
Chief Legal Officer
Boulder Brands, Inc.
1600 Pearl Street, Suite 300
Boulder, Colorado 80302
(303) 652-0521
(Name, address and telephone numbers of person authorized to
receive notices and communications
on behalf of the persons filing statement)
With copies to:
Philip Richter, Esq.
Matthew Soran, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-8000
Set forth below is a copy of the press release first published,
sent or given to security holders by Boulder Brands, Inc. on
November 24, 2015.
FOR IMMEDIATE RELEASE
Pinnacle Foods to Acquire Boulder Brands
Acquisition Significantly Expands Pinnacles Health &
Wellness Portfolio
through a Highly Strategic and Accretive Transaction
Pinnacle to Host Conference Call Today at 9:30 AM ET to Discuss
Transaction
PARSIPPANY, NJ / BOULDER, CO, November 24, 2015 Pinnacle Foods
Inc. and Boulder Brands, Inc. today announced that they have
entered into a definitive agreement for the acquisition of Boulder
Brands by Pinnacle Foods, in a strategic, synergy-rich transaction
that expands Pinnacles presence in growing and complementary health
and wellness categories. The transaction also expands Pinnacles
presence in the natural and organic retail channel and provides
Pinnacle with a new growth platform in refrigerated foods.
Under the terms of the agreement, Pinnacle Foods intends to
launch a tender offer to acquire all of the outstanding shares of
Boulder Brands for $11.00 per share, in a transaction valued at
approximately $975 million, including approximately $265 million of
net debt. The transaction is subject to customary closing
conditions and is expected to be completed in the first quarter of
2016. Pinnacle expects the transaction to be accretive to EPS
beginning in 2016.
Boulder Brands, headquartered in Boulder, Colorado, manufactures
a portfolio of health and wellness brands, including Udis
®and Glutino
®gluten-free products, EVOL natural frozen meal
offerings, and Smart Balance
®and Earth Balance
®refrigerated and shelf-stable spreads businesses. The
Boulder Brands portfolio is sold in both traditional and natural
and organic channels in the U.S., with a consumer base that skews
younger than that of Pinnacles current portfolio average. Annual
net sales of Boulder Brands totaled over $500 million in 2014.
Commenting on the announcement, Pinnacle Foods Chief Executive
Officer Bob Gamgort stated, The acquisition of Boulder Brands
further expands our health and wellness portfolio, currently
anchored by the Birds Eye
®and gardein brands. In addition to being a
synergy-rich, accretive transaction with on-trend brands, the
acquisition provides us with an important health and wellness
talent pool in Boulder, Colorado. In this regard, we plan to retain
Boulders existing headquarters location.
Dean Hollis, Chairman of Boulder Brands, said, After a thorough
review of strategic alternatives to enhance shareholder value, we
are pleased to provide our shareholders with immediate and
substantial cash value. In addition to shareholder value, this
combination provides significant benefits for all stakeholders.
Boulder Brands purpose has been to lead change and improve lives
and today marks an important milestone in that journey. Together
with Pinnacle Foods, Boulder Brands will have additional and
stronger resources to drive our brands and deliver value to
customers and consumers, while providing new opportunities for
employees. We expect a seamless transition and look forward to
accelerating our growth across an impressive collection of health
and wellness brands as part of Pinnacle Foods.
The transaction will be funded with cash on hand and new debt.
Pinnacle anticipates that, over the next two years, it will
increase Boulder Brands 2015 consensus Adjusted EBITDA of $62
million by approximately 50%, through a combination of synergies
and previously identified cost savings, partially offset by the
impact of portfolio optimization that Pinnacle plans to undertake.
The anticipated 2017 pro-forma Adjusted EBITDA, combined with the
net present value of tax benefits totaling $47 million, implies a
purchase price multiple of 10x and Adjusted cash EPS accretion of
approximately 8%.
Pinnacle plans to provide 2016 guidance, inclusive of Boulder
Brands, during the Companys 2015 year-end earnings conference call
in February 2016.
Pinnacle will host a conference call to discuss the transaction
today at 9:30 AM ET. To access the call, investors and analysts can
dial (866) 655-9758 in the U.S. and Canada or (973) 935-8718 from
outside the U.S. and Canada and referencing Access Code: 89774226.
A replay of the call will be available, beginning November 24, 2015
at 11:30 AM (ET) until December 8, 2015, by dialing (855) 859-2056
in the U.S. and Canada or (404) 537-3406 from outside the U.S. and
Canada and referencing Access Code 89774226. Access to a live audio
webcast and replay of the event will be available in the Investor
Center of the Companys corporate website at
www.pinnaclefoods.com
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