Pinnacle Foods Moves to Acquire Boulder Brands

Both Pinnacle Foods Inc. (NYSE: PF) and Boulder Brands, Inc. (NASDAQ: BDBD) announced that they have entered into a definitive agreement for the acquisition of Boulder Brands by Pinnacle. Ultimately this transaction will expand Pinnacle’s presence in the natural and organic retail channel and provide Pinnacle with a new growth platform in refrigerated foods.

It 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.

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 roughly $975 million. This transaction also includes about $265 million of net debt.

Bob Gamgort, CEO of Pinnacle Foods, commented on the acquisition:

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 Boulder’s existing headquarters location.

Dean Hollis, Chairman of Boulder Brands, added:

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.

So far in 2015 Boulder Brands has underperformed the market while Pinnacle Foods has outperformed the market. Year to date Boulder Brands is down 9% year to date and Pinnacle Foods is up 25% year to date.

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Shares of Pinnacle Foods were last trading down 0.5% at $42.97, with a consensus analyst price target of $46.64 and a 52-week trading range of $32.90 to $48.13.

Shares of Boulder Brands were recently trading up 8.5% at $10.93, with a consensus analyst price target of $9.63 and a 52-week trading range of $6.28 to $11.85.

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