US natural and organic food company Hain Celestial has announced the signing of a definitive agreement and plan of merger with Spectrum Organic Products, a California-based manufacturer and marketer of natural and organic culinary oils, vinegars, condiments and butter substitutes.
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Under the terms of the agreement, Hain Celestial has agreed to pay approximately US$0.705 per share, adjusted to reflect Spectrum’s estimate of their expenses and the price adjustment provisions of the agreement, or $34.5m to Spectrum shareholders consisting of approximately 50% in Hain Celestial common shares and 50% in cash. The transaction, which is expected to close in November and to be accretive to Hain Celestial’s earnings, is subject to shareholder approval by Spectrum and other customary conditions.
Spectrum’s food products are sold under the Spectrum Naturals brand, while it also makes essential fatty acid nutritional supplements under the Spectrum Essentials brand, sold mainly through natural food retailers. Spectrum reported sales for its last fiscal year of $49.9m.
“Spectrum has been a well-respected producer of natural and organic oils in the natural food channels for many years, and adding their range of offerings in this category to Hain Celestial’s existing portfolio gives us another opportunity to offer our customers additional category-leading products,” said Irwin Simon, president and chief executive officer of Hain Celestial.
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