Triton and Tal International Announce Merger Creating World's Largest Intermodal Container Lessor
HAMILTON, BERMUDA and PURCHASE, N.Y. -- November 9, 2015 -- Triton Container International Limited (“Triton”) and TAL International Group, Inc. (NYSE:TAL) (“TAL International”) jointly announced today that they have entered into a definitive agreement under which the companies will combine in an all-stock merger of equals transaction. The transaction, which has been unanimously approved by the Boards of Directors of both companies, will create the world’s largest lessor of intermodal freight containers with a combined container fleet of nearly five million twenty-foot equivalent units (TEU) and revenue earning assets of $8.7 billion.
Under the terms of the transaction agreement, Triton and TAL International will combine under a newly-formed holding company, Triton International Limited (“Triton International”), which will be domiciled in Bermuda and is expected to be listed on the New York Stock Exchange. Triton shareholders will own 55% of the equity of the combined company and TAL International shareholders will own 45%. TAL International shareholders will receive one common share of Triton International for each share of TAL International stock owned. TAL International shareholders will also receive a special dividend of $0.54 per share upon closing of the transaction.
Company Backgrounds
Triton was founded in 1980 and is currently owned by Warburg Pincus LLC and Vestar Capital Partners, along with other private investors, including members of Triton management. Triton operates a container fleet of 2.4 million TEU, services its customers through 19 subsidiary offices in 13 countries and is domiciled in Bermuda.
TAL International was founded in 1963 and has been publicly listed since 2005. TAL International operates a container fleet of 2.4 million TEU, services its customers through 17 offices in 11 countries and is domiciled in Delaware.
Transaction Highlights
- A merger of Triton and TAL International will create the world’s largest and most efficient intermodal container leasing company with a container fleet of 4.8 million TEU, resulting in industry cost leadership and an enhanced container supply capability.
- The combined company expects to realize $40 million per year in annual SG&A synergies, by aligning infrastructure and creating a best-in-class systems environment. The cost savings are expected to be fully implemented by the end of 2016.
- The transaction is expected to be approximately 30% accretive to net income per share for TAL International’s existing shareholders when cost savings are fully realized.
- The regional and product line strengths of Triton and TAL International are highly complementary. The combined company will offer its customer base a broad range of container types and will maintain close customer relationships across all major geographic locations.
- Consummation of the transaction will not require any incremental leverage and existing debt facilities at Triton and TAL International will largely remain in place.
- The new company expects to implement an annual dividend of $1.80 per share and intends to adopt a share repurchase plan of up to $250 million following the close of the transaction. The planned share repurchase program will be completed using the company’s existing liquidity, and will supplant TAL International’s recently announced $150 million buyback program.
Ed Schneider, Co-Founder and Chairman of the Board, Triton, stated, “This transaction will create a company with deep industry knowledge, enhanced operating and systems capabilities and expanded fleet size. Both Triton and TAL International have well-earned reputations for competence and reliability with our customers, suppliers and capital providers. We are proud of what Triton has accomplished over the last 35 years and we believe that joining forces with TAL International is a next logical step in our evolution. We look forward to bringing together our similar cultures of dependability, high quality customer service and teamwork.”
Brian Sondey, President and Chief Executive Officer, TAL International, stated, “This is a transformational transaction. The new company’s enhanced capabilities, larger scale and improved cost competitiveness will better position it in the current soft operating environment and provide valuable operating leverage when the market recovers. In addition, our customers will benefit from significantly expanded supply capabilities, the industry’s best container build quality and top-tier customer service. Both Triton and TAL International have delivered industry-leading returns over the last ten years, and we are very excited to work together to continue this tradition of success as a larger, stronger, more profitable company.”
Simon Vernon, President and Chief Executive Officer, Triton, stated, “Bringing together our two highly compatible companies is a powerful combination that will deliver a number of compelling strategic and financial benefits to the stakeholders of both companies. The product line and customer strengths of Triton and TAL International are highly complementary, which will allow us to preserve the core strengths of each company. We also share a strong commitment to container quality, investment discipline and operational excellence. Both organizations are focused on making the integration as seamless as possible for our respective customers and suppliers. TAL International will be an excellent partner for us and we are looking forward to bringing these two outstanding companies together.”
Financial Highlights
The combined company expects to achieve $40 million in annual SG&A synergies upon full integration by the end of 2016, to be realized through aligning infrastructure and creating a best-in-class systems environment. No additional leverage is required to consummate the transaction and existing Triton and TAL International debt facilities will largely remain in place. Both companies have significant undrawn financing availability for liquidity and capital expenditures under their existing credit facilities.
GAAP purchase accounting adjustments at Triton International will result in a reduction to the carrying value of certain revenue earning assets. In addition, a lease intangible asset will be created to reflect the value of above market lease rates on certain existing leases. These accounting changes will not impact the borrowing base availability under the debt facilities of either Triton or TAL International. These purchase accounting adjustments, which are non-cash, will likely decrease net income in 2016, be approximately net income neutral in 2017 and positively impact net income thereafter.
Management and Board of Directors
Following the completion of the transaction, TAL International’s President and Chief Executive Officer Brian Sondey will serve as Chief Executive Officer, Triton’s President and Chief Executive Officer Simon Vernon will serve as President, and TAL International’s Chief Financial Officer John Burns will serve as Chief Financial Officer of the combined company. Triton’s Chairman Ed Schneider will see the transaction through to close and has announced that he will then retire.
The newly-formed company will be domiciled in Bermuda and will continue to have significant operating subsidiaries worldwide.
The Board of Directors of the newly-formed company will initially be comprised of nine directors. It is expected that three directors will come from Triton’s existing Board of Directors with one additional director to be identified by Triton, four will come from TAL International’s existing Board of Directors, and one new independent director will be identified by TAL International's Nominating and Governance Committee after conducting an external search process. From and after the closing, Warburg Pincus LLC and Vestar Capital Partners will have the right to designate three of the nine directors, subject to step down as their ownership decreases after the closing.
Following the close of the transaction, Warburg Pincus and Vestar will own approximately 27% and 15%, respectively, of Triton International. A majority of the Board of Directors will be independent under New York Stock Exchange standards.
Approvals and Time to Close
The transaction is subject to Triton and TAL International shareholder approval, regulatory clearances and other customary closing conditions. Triton shareholders holding Triton common shares sufficient to approve the transaction on behalf of the Triton shareholders have agreed to vote in favor of the transaction. The companies expect to complete the transaction during the first half of 2016.
Advisors
Wells Fargo Securities is serving as financial advisor to Triton, and Cleary Gottlieb Steen & Hamilton LLP is serving as its legal advisor. BofA Merrill Lynch is serving as financial advisor to TAL International and Skadden, Arps, Slate, Meagher & Flom LLP and Shearman & Sterling LLP are serving as its legal advisors.
Investor Conference Call and Webcast
Triton and TAL International will host a joint investor conference call to discuss the proposed merger tomorrow, November 10, 2015, at 8:00 AM U.S. Eastern Time. To access the call, please use one of the following dial-in numbers: (866) 547-1509 (toll-free U.S. and Canada), and (920) 663-6208 (International), and enter the Conference ID number 75434916. A telephone replay of the call will be available for 60 days and can be accessed by dialing (800) 585-8367 ((404) 537-3406 international callers). The access code for the replay is 75434916. An investor presentation will be made available on Triton’s and TAL International’s websites.
About Triton Container International Limited
Triton is one of the world’s largest lessors of intermodal cargo containers. Domiciled in Bermuda and with 19 subsidiary offices in 13 countries, Triton has focused on providing exceptional customer service, designing and maintaining a superior quality fleet and operating a world-wide, customer-centric infrastructure. Through its world-wide network of Triton regional service subsidiaries, agents and depots, and a dedicated, experienced staff, Triton meets its customers' needs by providing equipment in demand locations at flexible and competitive lease terms.
About TAL International Group, Inc.
TAL International is one of the world's largest lessors of intermodal freight containers and chassis with 17 offices in 11 countries and approximately 230 third-party container depot facilities in 40 countries. TAL International's global operations include the acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers and chassis. TAL International is among the world's largest independent lessors of intermodal containers and chassis as measured by fleet size.
Forward-Looking Statements
Certain statements included in this press release are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may”, “should”, “would”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “seem”, “seek”, “continue”, “future”, “will”, “expect”, “outlook” or other similar words, phrases or expressions. These forward-looking statements include statements regarding our industry, future events, the proposed transaction between Triton and TAL International, the estimated or anticipated future results and benefits of Triton and TAL International following the transaction, including estimated synergies, the likelihood and ability of the parties to successfully close the proposed transaction, future opportunities for the combined company, and other statements that regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the transaction; failure to realize the anticipated benefits of the transaction, including as a result of a delay in completing the transaction or a delay or difficulty in integrating the businesses of Triton and TAL International; uncertainty as to the long-term value of Triton International common shares; the expected amount and timing of cost savings and operating synergies; failure to receive the approval of the stockholders of Triton and TAL International for the transaction, and those discussed in TAL International’s Annual Report on Form 10-K for the year ended December 31, 2014 under the heading “Risk Factors,” as updated from time to time by TAL International’s Quarterly Reports on Form 10-Q and other documents of TAL International on file with the Securities and Exchange Commission ("SEC") or in the registration statement on Form S-4 that will be filed with the SEC by Triton International. There may be additional risks that neither Triton nor TAL International presently know or that Triton and TAL International currently believe are immaterial which could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide Triton’s and TAL International’s expectations, plans or forecasts of future events and views as of the date of this press release. Triton and TAL International anticipate that subsequent events and developments will cause Triton’s and TAL International’s assessments to change. However, while Triton and TAL International may elect to update these forward-looking statements at some point in the future, Triton and TAL International specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Triton’s and TAL International’s assessments as of any date subsequent to the date of this press release.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information
This communication is not a solicitation of a proxy from any stockholder of TAL International. In connection with the proposed transaction, Triton International will file with the SEC a registration statement on Form S-4 that will constitute a prospectus of Triton International and include a proxy statement of TAL International. TAL International will mail the proxy statement/prospectus to stockholders. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain the proxy statement/prospectus, as well as other filings containing information about TAL International free of charge, at the website maintained by the SEC at www.sec.gov. Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, free of charge, by directing a request to TAL International Group, Inc., 100 Manhattanville Road, Purchase, New York 10577, Attention: Secretary.
The respective directors and executive officers of Triton, TAL International and Triton International and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding TAL International’s directors and executive officers is available in its proxy statement filed with the SEC on March 19, 2015. These documents can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and their respective interests will be included in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Triton Investor Contact: Steve Controulis, Senior Vice President & Chief Financial Officer (415) 956-6311
TAL International Investor Contact: John Burns, Senior Vice President & Chief Financial Officer (914) 697-2877
Media Contacts: Denise DesChenes/Ron Low/Pamela Blum, Sard Verbinnen & Co (212) 687-8080
Hearthside Acquires VSI, Europe's Largest Sports/Energy Bar Manufacturer
DOWNERS GROVE, IL -- August 24, 2015 -- Hearthside Food Solutions (“Hearthside”) today announced two separate, definitive agreements enabling the company to expand rapidly in the fastest-growing bar categories in the Americas and Europe. Under one agreement, Hearthside is acquiring VSI, the largest European producer of nutrition, diet, and functional bars. In a separate agreement, Hearthside is acquiring a nutritional supplement bar production facility in Boise, Idaho from a subsidiary of Post Holdings, Inc. (“Post”). These two transactions will enable the rapid scaling of VSI’s formulations, R&D, product development, and full-scale production in the Americas. Terms were not disclosed. Both transactions are expected to close in September of 2015.
Hearthside, with 19 U.S.-based facilities, is currently North America’s largest contract manufacturer of bars and baked goods. The VSI acquisition adds three European manufacturing facilities for nutrition, diet, and functional bars as well as best-in-class R&D, formulation, and innovation capabilities.
U.S. bar growth predictions from market research firm Mintel show continued category strength driven by convenience, snacking occasions, and meal replacement trends. The strongest growth is in health-related bar categories, including sports, functional, diet, and nutrition.
“This is both a category and geographic expansion, putting Hearthside into the three fastest-growing bar categories as well as in the European market, where VSI is a leader,” said Rich Scalise, Hearthside Founder and Chairman. “The R&D and production expertise of VSI in the fast-growth categories of nutrition, diet, and functional bars enables Hearthside to take a quantum leap forward, providing our customers with the most complete offerings in the industry.”
The acquisition of a recently idled nutritional supplement bar production facility in Boise, Idaho, enables Hearthside to begin production of these new categories in the Americas quickly. This facility, plus the three VSI operations, expands Hearthside’s network to 23 facilities.
“It takes two years from greenfield to operational bar plant,” said Dwayne Hughes, Hearthside SVP of Supply Chain. “We wanted VSI capacity in the North American mix more quickly. This facility is ready to go today. The timing, the location, and the state-of-the-art equipment provides a perfect solution that makes us competitive in more bar categories immediately.”
Both Hearthside and VSI are contact manufacturers for premier food companies and global brands. The companies see no redundancies or conflicts in complementary customers and product offerings.
“This is the right move for VSI at the right time,” said Gerard Janssens, CEO of VSI. “Our people, our leadership team and our customers all benefit from this acquisition. We will be able to do more things for more customers in more places. For example, we can design, formulate, and commercialize a new bar, then produce it for customers in Europe and the Americas. This combined bar development and delivery platform sets new standards in the contract manufacturing industry.”
In 2014, Hearthside was acquired by the Merchant Banking Division of Goldman Sachs and Vestar Capital Partners.
About Hearthside Food Solutions
Hearthside Food Solutions, headquartered in Downers Grove, Illinois, is the largest independent baker in the U.S. and a full-service contract manufacturer of high quality, grain-based food and snack products for some of the world’s leading premier brands. Prior to these acquisitions, Hearthside operated 19 food-manufacturing facilities in eight states. For more information on Hearthside Food Solutions, visit www.hearthsidefoods.com.
Contacts
For Hearthside Food Solutions
Carl Melville, 760-671-1110
Vestar Capital Partners Invests in Veritas Collaborative, LLC
NEW YORK, NEW YORK – August 3, 2015 – Vestar Capital Partners (“Vestar”), a leading private equity firm, today announced a majority equity investment in Veritas Collaborative, LLC (“Veritas”), a premiere specialty hospital system for the treatment of eating disorders, headquartered in Durham, North Carolina. Terms of the transaction – which closed today – were not disclosed.
“There is a large, unmet demand for the services and treatments offered by Veritas,” said Andrew J. Cavanna, Managing Director and Co-Head of Vestar’s Healthcare Group. “We are looking forward to working with Veritas to expand its operations and bring its highly successful approach to more patients and more geographies. We are excited to be backing the seasoned and knowledgeable management team at Veritas, which is led by Founders Stacie McEntyre, Chase Bannister, and Jeff Clark.” Mr. Cavanna said that the majority of Vestar’s initial investment in Veritas will be directed toward growth opportunities.
“With Vestar as our partner, we have the opportunity to drive a new standard of care in the eating disorders field, and become one of the leading eating disorders hospital systems in the world,” said Founder and Executive Board Chairman Jeff Clark.
"The Vestar team understands that our culture of excellence is driven by a culture of collaboration,” said Stacie McEntyre, Veritas Collaborative’s Founder, President, and Chief Executive Officer. “They support our vision of a world in which all persons with eating disorders have access to best practice care and hold hope for a cure."
Chase Bannister, Veritas Collaborative’s Founder, Senior Vice President, and Chief Strategy and Clinical Integrity Officer, confirmed that the new partnership is targeted at addressing the significant gaps in specialty eating disorder treatment options in the southeastern U.S., particularly at inpatient, residential, and partial hospitalization levels of care. "Vestar will provide additional expertise and resources to help us do what we do best: re-nourish the bodies and minds of those suffering with eating disorder illnesses and re-empower families to take on roles as primary mediators of recovery."
“The Veritas team has a unique, powerful combination of clinical expertise and business acumen," said James L. Elrod, Jr., Managing Director of Vestar Capital Partners. “We have been impressed with the commitment of its team to delivering innovative, world-class care and the outstanding results they have produced to date. We believe in the Veritas mission and we are fully committed to support the growth of this enterprise for years to come.”
Latham & Watkins, LLP and Waller Lansden Dortch and Davis LLP served as legal advisors to Vestar Capital Partners. James M. O’Connell, PLLC, served as legal advisor to Veritas Collaborative. Avondale Partners, LLC, served as financial advisors to Veritas Collaborative.
About Veritas Collaborative
Founded in 2010, Veritas Collaborative, LLC, is a specialty hospital system for the treatment of eating disorders headquartered in Durham, North Carolina. Veritas Collaborative’s first flagship hospital centers on the care of children and adolescents with severe eating disorders. Veritas delivers best-practice, comprehensive care for persons with eating disorders at inpatient, sub-acute inpatient/acute residential, partial hospitalization, and intensive outpatient levels of care. For more information, please visit www.veritascollaborative.com.
CONTACT:
Owen Blicksilver Public Relations
Carol Makovich
(203) 622-4781
Jennifer Hurson
(845) 507-0571
Vestar Capital Partners Announces Sale of DeVilbiss Healthcare To Drive Medical
NEW YORK, NEW YORK – July 2, 2015 – Vestar Capital Partners (“Vestar”), a leading U.S.-based private equity firm, today announced that an investor group which included affiliates of Vestar, Park Avenue Equity Partners, and GoldPoint Partners, as well as senior management of DeVilbiss Healthcare (“DeVilbiss”) has sold DeVilbiss to Drive Medical, effective July 2, 2015.
Terms of the transaction were not disclosed. DeVilbiss, headquartered in Somerset, PA, is a global manufacturer of respiratory and sleep products distributed in more than 80 countries throughout the world. Drive Medical is one of the fastest-growing manufacturers of durable medical equipment in the healthcare industry. Drive’s corporate headquarters are located in Port Washington, NY, and has manufacturing and distribution facilities located throughout North America, Europe and Asia.
“We have been pleased with our investment in DeVilbiss to date and our partnership with CEO Ed Murphy and his dedicated management team,” said Chris A. Durbin, Managing Director, Vestar. “Going forward, we are confident that the new combined Drive team will take DeVilbiss to the next level in the global markets.”
Media Contacts:
Owen Blicksilver Public Relations
Carol Makovich Jennifer Hurson
(203) 622-4781 (845) 507-0571
[email protected] [email protected]
Vestar Capital Partners Completes Acquisition of Woodstream
NEW YORK, NEW YORK – June 1, 2015 – Vestar Capital Partners announced today that it has completed its acquisition of Woodstream, a leading manufacturer and marketer of branded pest and animal control as well as lawn and garden products. Terms were not disclosed. The transaction was previously announced on April 27, 2015.
The Senior Secured Loan Program (SSLP), jointly managed by affiliates of GE Capital and Ares Capital Corporation, provided commitments for the debt financing for the transaction. Kirkland & Ellis LLP acted as the legal advisor to Vestar in this transaction. William Blair & Company, Peter W. Klein, P.A. and Faegre Baker Daniels LLP represented Woodstream in the transaction.
About Woodstream
Woodstream, headquartered in Lititz, Pennsylvania, is a global manufacturer and marketer of a broad portfolio of branded pest control and lawn & garden products, under brands such as Victor®, Terro®, Perky-Pet®, Havahart®, Safer®, Sweeney’s® and Mosquito Magnet®, among others. The company’s products, which have leading market share positions within their respective segments, are sold at more than 100,000 retail locations and to professional pest control providers throughout the United States, Canada, the United Kingdom, and other international markets.
About Vestar Capital Partners
Vestar Capital Partners is a leading U.S. middle-market private equity firm currently managing approximately $5 billion in capital. Specializing in management buyouts and growth capital investments, Vestar invests and collaborates with incumbent management teams and private owners in a creative, flexible and entrepreneurial way to build long-term enterprise value. Vestar has extensive experience investing across a wide variety of industries including Consumer, Healthcare, Diversified Industries, and Financial Services. Since Vestar’s founding in 1988, Vestar funds have completed more than 70 investments in companies with a total value of more than $40 billion. For more information, please visit www.vestarcapital.com.
Media Contacts:
Owen Blicksilver Public Relations
Carol Makovich Jennifer Hurson
(203) 622-4781 (845) 507-0571
[email protected] [email protected]
Press Ganey Announces Closing of Initial Public Offering
BOSTON, Mass., May 27, 2015 – Press Ganey Holdings, Inc. (NYSE: PGND) today announced the closing of its initial public offering of 10,235,000 shares of its common stock at an initial public offering price of $25.00 per share, which includes the exercise in full by the underwriters of their option to purchase up to 1,335,000 additional shares of common stock. The shares began trading on The New York Stock Exchange under the ticker symbol "PGND" on May 21, 2015. All of the shares in the offering were offered by the company.
Barclays Capital Inc. and Goldman, Sachs & Co. acted as lead book-running managers for the offering. William Blair & Company, L.L.C. and Wells Fargo Securities, LLC acted as additional book-runners. Raymond James & Associates, Inc., Robert W. Baird & Co., BMO Capital Markets Corp. and Avondale Partners, LLC acted as co-managers. A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on May 20, 2015. The offering was made only by means of a written prospectus forming part of the effective registration statement. A copy of the final prospectus related to this offering may be obtained by contacting: Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone: (888) 603-5847 or by email at [email protected] or Goldman, Sachs & Co., Attention: Prospectus Department, 200 West Street, New York, New York 10282, or by telephone at (866) 471-2526, facsimile at (212) 902-9316, or e-mail at [email protected].
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction.
Media Contact:
Aria Marketing for Press Ganey
Kristen Berry, 617-332-9999 x238
Investor Contact:
Press Ganey Holdings
Balaji Gandhi, 781-295-0390
Vestar Capital Partners Completes Sale of Big Heart Pet Brands to JM Smucker Company
The J. M. Smucker Company Completes Acquisition of Big Heart Pet Brands
ORRVILLE, Ohio, March 23, 2015 /PRNewswire/ -- The J. M. Smucker Company (NYSE: SJM) ("Company") today announced it has completed the acquisition of Big Heart Pet Brands in a cash and stock transaction valued at approximately $6.0 billion, which includes the assumption of approximately $2.5 billion of net debt that was paid off by the Company at closing. The Company previously announced the signing of a definitive agreement to acquire Big Heart Pet Brands on February 3, 2015.
Big Heart Pet Brands, with nearly 2,500 employees, is a leading producer, distributor, and marketer of premium-quality, branded pet food and pet snacks in the United States. Its portfolio of brands includes Meow Mix®, Milk-Bone®, Kibbles 'n Bits®, 9Lives®, Natural Balance®, Pup-Peroni®, Gravy Train®, Nature's Recipe®, Canine Carry Outs®, and Milo's Kitchen®. In connection with the closing of the transaction, Dave West, who served as the President and Chief Executive Officer of Big Heart Pet Brands, has joined the Company as an executive officer, assuming the role of President, Big Heart Pet Food and Snacks. Mr. West has also been appointed to the Company's Board of Directors.
"We are excited to have completed this transaction, which provides the Company an immediate and significant presence in the large and growing pet food and snacks category," said Richard Smucker,
Chief Executive Officer. "Big Heart Pet Brands markets some of America's best known pet brands and, with a broad product portfolio that includes the leading position in dog snacks, this acquisition is
a great strategic fit. Adding a third platform for growth, along with our existing food and beverage businesses, the transaction increases our center-of-the-store presence with consumers and retailers, while further enhancing shareholder value. We are pleased to welcome the employees of Big Heart Pet Brands into the Smucker family and look forward to working with this talented team to grow the business together."
The Company funded the non-equity portion of the acquisition through the combination of a $1.75 billion bank term loan and $3.65 billion of long-term bonds. Proceeds of the new borrowings were
also used to pay off the Company's $1.1 billion of private placement notes.
Advisors
William Blair & Company, L.L.C. served as financial advisor to the Company and Wachtell, Lipton, Rosen & Katz served as its legal advisor.
About The J. M. Smucker Company
For more than 115 years, The J. M. Smucker Company has been committed to offering consumers quality products that bring families together to share memorable meals and moments. Today, Smucker is a leading marketer and manufacturer of consumer food and beverage products and pet food and pet snacks in North America with annual net sales of approximately $8 billion. In consumer foods and beverages, its brands include Smucker's®, Folgers®, Jif®, Dunkin' Donuts®, Crisco®, Pillsbury®, R.W. Knudsen Family®, Hungry Jack®, Cafe Bustelo®, Martha White®, truRoots®, Sahale Snacks®, Robin Hood®, and Bick's®. In pet food and pet snacks, its brands include Meow Mix®, Milk-Bone®, Kibbles 'n Bits®, Natural Balance®, and 9Lives®. The Company remains rooted in the Basic Beliefs of Quality, People, Ethics, Growth, and Independence established by its founder and namesake more than a century ago. For more information about the Company, visit jmsmucker.com.
ICON Completes Acquisition of MediMedia Pharma Solutions
DUBLIN--(BUSINESS WIRE)-- ICON plc (NASDAQ:ICLR), a global provider of drug development solutions and services to the pharmaceutical, biotechnology and medical device industries, today announced that it has completed the acquisition of MediMedia Pharma Solutions. The acquisition brings ICON new scientific communications capabilities which together with ICON's existing Commercialisation and Outcomes practices, creates the industry's leading integrated market access solution.
Commenting on the completion of the acquisition, ICON Chief Executive Officer, Ciaran Murray, said: "Helping customers establish and communicate the value of their products has become increasingly important as payers look for evidence linking efficacy, value and price. MediMedia deepens the expertise and capabilities of our market-leading commercialisation and outcomes group and brings outstanding scientific and medical communications capabilities. We are delighted to welcome them to the ICON team."
About ICON plc
ICON plc is a global provider of drug development solutions and services to the pharmaceutical, biotechnology and medical device industries. The company specialises in the strategic development, management and analysis of programs that support clinical development - from compound selection to Phase I-IV clinical studies. With headquarters in Dublin, Ireland, ICON currently, operates from 83 locations in 38 countries and has approximately 10,600 employees.
Further information is available at www.iconplc.com.
Big Heart Pet Brands to be Acquired by The J.M. Smucker Company
(SAN FRANCISCO) February 3, 2015 – Big Heart Pet Brands today announced that it has entered into a definitive agreement to be acquired by The J.M. Smucker Company (“Smucker”) (NYSE: SJM), in a cash and stock transaction valued at approximately $5.8 billion. The transaction is expected to close by the end of Big Heart Pet Brands’ current fiscal year, which ends on May 3, 2015, subject to customary closing conditions including receipt of required regulatory approvals.
“We are pleased to join the Smucker Company and their family of iconic brands,” said Dave West, President and Chief Executive Officer of Big Heart Pet Brands. “Given the strong alignment between Big Heart Pet Brands’ and Smucker’s purposes and values, I’m confident that Smucker is a great fit for our brand portfolio. Our sponsor owners have been great partners as we invested in growing our business and capabilities to drive value creation, and our iconic pet food and snack brands have significant growth potential. Smucker will provide the resources and scale to help our brands continue to grow and flourish.”
Big Heart Pet Brands is headquartered in San Francisco, California and is currently owned by a consortium of investors led by funds affiliated with Kohlberg Kravis Roberts & Co. L.P. (“KKR”), Vestar Capital Partners (“Vestar”) and Centerview Capital (“Centerview”).
Big Heart Pet Brands changed its name from Del Monte Corporation following the divestiture of its Consumer Products business and namesake Del Monte brand on February 18, 2014. On March 8, 2011, Del Monte Foods was acquired and taken private by KKR, Vestar and Centerview.
"The teamwork between our private equity partners and the Big Heart Pet Brands management team has grown and strengthened Big Heart Pet Brands’ leadership in the dynamic pet food category," said a senior executive group from KKR, Vestar and Centerview. "Innovation and exciting new products, combined with enhanced support of its flagship brands, has positioned Big Heart Pet Brands for additional success. We owe a depth of gratitude to Dave West and the entire Big Heart Pet Brands team, who have built a best-in-class pet food and snacks company. We're confident that Big Heart Pet Brands can look ahead to continued success in the sector as part of the Smucker family. We look forward to benefiting from this synergistic combination as a meaningful shareholder in Smucker going forward."
Transaction Details
Under the terms of the agreement, Big Heart Pet Brands’ shareholders will receive 17.9 million shares of Smucker common stock and $1.3 billion in cash. Smucker will also refinance $2.6 billion of Big Heart Pet Brands’ debt.
Upon close of the transaction, Dave West will serve as president of Smucker’s new pet food business.
Smucker is a leading marketer and manufacturer of fruit spreads, retail packaged coffee, peanut butter, shortening and oils, ice cream toppings, sweetened condensed milk, and natural foods products in North America. Its family of brands includes Smucker's,® Folgers,® Dunkin' Donuts,® Jif, ® Crisco,® Pillsbury,® Eagle Brand,® R.W. Knudsen Family,® Hungry Jack,® Millstone,® Cafe Bustelo,® Café Pilon,® truRoots,® White Lily,® Martha White,® and Sahale Snacks® in the United States, along with Robin Hood,® Five Roses,® Carnation,® and Bick's® in Canada.
Advisors
Morgan Stanley & Co. and Centerview Partners acted as financial advisors, and Simpson Thacher & Bartlett LLP acted as legal advisor to Big Heart Pet Brands.
ICON to Acquire MediMedia Pharma Solutions
DUBLIN--(BUSINESS WIRE)-- ICON plc (NASDAQ:ICLR), a global provider of outsourced development services to the pharmaceutical, biotechnology and medical device industries, today announced it has agreed, subject to certain customary closing conditions, to acquire MediMedia Pharma Solutions for a cash consideration of$120 million. MediMedia Pharma Solutions is division of MediMedia USA and is owned by Vestar Capital Partners.
The acquisition strengthens ICON's expertise in scientific communications and market access and, together with ICON's existing Commercialisation and Outcomes practices, creates the industry's leading integrated scientific communications and market access solution.
Headquartered in Yardley, Pennsylvania, MediMedia Pharma Solutions includes MediMedia Managed Markets and Complete Healthcare Communications. MediMedia Managed Markets is a leading provider of strategic payer-validated market access solutions. Complete Healthcare Communications is one of the leading medical and scientific communication agencies working with medical affairs, commercial and brand development teams within life science companies. MediMedia Pharma Solutions has supported hundreds of development launches and in-market products, spanning over 40 therapeutic classes.
Commenting on the acquisition, Ciaran Murray, ICON CEO, said: "The need to demonstrate and communicate the value of new medicines is an important global healthcare trend. Through ICON's market leading commercialisation and outcomes group we are supporting our customers to maximise the value of their new drugs. Our acquisition of MediMedia Pharma Solutions deepens the expertise of this group and brings us outstanding scientific and medical communications capabilities."
Tim Search, President of MediMedia Pharma Solutions, commented, "The combination of the commercial, scientific, and market access expertise of MediMedia Pharma Solutions and ICON creates an unparalleled offering that can inform product investment decisions and establish and communicate product value. With the shift to evidence-based medicine and value-based pricing, we are excited about the expanded expertise and capabilities our relationship with ICON brings to our combined customers."
About ICON plc
ICON plc is a global provider of outsourced development services to the pharmaceutical, biotechnology and medical device industries. The Company specialises in the strategic development, management and analysis of programs that support clinical development - from compound selection to Phase I-IV clinical studies. ICON currently has 10,600 employees, operating from 83 locations in 38 countries.
Further information is available at www.iconplc.com