PHOENIX and HANOVER, Pa., Oct. 26, 2017 (GLOBE NEWSWIRE) — Inventure Foods, Inc. (NASDAQ: SNAK) (“Inventure Foods” or the “Company”), a leading specialty foods marketer and manufacturer, and Utz Quality Foods, LLC (“Utz”), the largest manufacturer and marketer of private label and family-owned savory snacks in the United States, today announced that it has entered into a merger agreement under which Utz has agreed to acquire the all of the company’s activities. common shares outstanding in an all-cash transaction.
Under the terms of the merger agreement, an indirect subsidiary of Utz will initiate a tender offer to acquire all outstanding common shares of the Company at $4.00 per share in cash, for a price of total purchase of approximately $165 million, including the assumption of approximately $75 million of debt and debt-like items, net of cash, approximately $8 million of closing costs estimated from the company and approximately $3 million due to equity award holders. The acquisition is structured as an all-cash tender offer for all outstanding common shares of Inventure Foods, which will be followed by a merger in which each remaining untendered share of Inventure Foods will be converted into receive the same $4.00 per cash price of the stock paid under the tender offer.
The transaction, which has been unanimously approved by the boards of directors of Inventure Foods and Utz, is subject to the offering of more than 50% of the fully diluted shares of Inventure Foods common stock, at receipt of certain regulatory approvals and other customary closing conditions. The transaction is not subject to a financing condition and is expected to close by the end of the fourth quarter of 2017. The tender offer is expected to commence within ten business days.
“This transaction is the result of diligent analysis and thoughtful strategic deliberations by our Board of Directors and the outcome of the strategic and financial review we initiated in July 2016,” said Terry McDaniel, Chief Executive Officer. of Inventure Foods. “Our Board of Directors, with the guidance of independent advisors, has determined that this transaction will provide immediate and certain cash value to our shareholders and new opportunities for our snack brands.”
“We are extremely excited about acquiring Inventure Foods,” said Dylan Lissette, president and CEO of Utz Quality Foods. “The Company’s specialty snack products and brands, as well as its geographic footprint, customer relationships and distribution strengths, are highly complementary to our business and we look forward to continuing the company’s strong legacy of innovation. ‘Inventure in healthy and gourmet snacks. We were also extremely impressed with the Inventure team and look forward to working together in the future.
As previously announced, on September 29, 2017, the Company entered into a Limited Waiver and Sixth Amendment to the Credit Agreement (the “Sixth Amendment”) with BSP Agency, LLC, as agent (“BSP”), and the Lenders (the “Lenders”) from time to time a party to the Credit Agreement (defined below), which further amended the Credit Agreement, dated November 18, 2015, between Borrowers who the parties thereto are the lenders and BSP (as amended from time to time, the “Credit Agreement”). Pursuant to the Sixth Amendment, the lenders agreed to, among other things, (i) a further extension from September 30, 2017 to October 31, 2017 of the temporary waiver of the requirement under the credit agreement to provide financial statements audited without a going concern notice, and (ii) a temporary waiver until October 31, 2017 of the financial covenants that the Company was required to comply with under the Credit Agreement.
As a result of this transaction, BSP and the other lenders have agreed to extend the temporary waivers from October 31, 2017 to January 15, 2018 pursuant to a limited waiver, consent and seventh amendment to the agreement of credit (the “Seventh Amendment”), in order to give the Company sufficient time to complete the contemplated transaction. Without this further extension of the temporary waivers beyond October 31, the Company would have breached the EBITDA financial covenants under the credit agreement and the requirement to provide audited financial statements without a going concern opinion. of operation. Pursuant to the Seventh Amendment, the lenders agreed to loan the company up to an additional $5 million, which the company may need to cover its planned operating expenses through December 31, 2017.
The Company is represented in this transaction by its financial advisor, Rothschild, and its legal advisor, DLA Piper LLP (United States). Inventure retained the services of Rothschild as financial advisor as part of a formal process to perform a “strategic and financial review” of the company in July 2016. Utz Quality Foods is represented in this transaction by its financial advisor, Stephens Inc. ., and his legal adviser. , Cozen O’Connor.
About Inventure Foods, Inc.
With manufacturing facilities in Arizona and Indiana, Inventure Foods, Inc. (Nasdaq: SNAK) is a distributor and manufacturer of specialty food brands in better-for-you and indulgent categories under a variety of owned and licensed brands. by the company, including Boulder Canyon. Foods™, TGI Fridays™, Nathan’s Famous®, Vidalia Brands®, Poore Brothers® and Tato Skins®, Bob’s Texas Style®. For more information about Inventure Foods, please visit www.inventurefoods.com.
About Utz Quality Foods, LLC
Founded in 1921, Utz® Quality Foods, LLC is the largest privately owned, family-owned branded savory snack company in the United States, producing a full line of products including potato chips, pretzels, cheese snacks, potato chips, corn, tortillas, vegetable stix/straws, popcorn, onion rings, pork skins and more. Its brands, which include Utz®, Golden Flake®, Zapp’s®, “Dirty”® Potato Chips, Good Health®, Bachman®, Bachman Jax®, Wachusett® and Snikiddy® among others, are distributed nationally and internationally through grocery stores, mass merchandisers, club stores, convenience stores, pharmacies and other channels. Based in Hanover, Pennsylvania, Utz operates 10 facilities located in Pennsylvania, Colorado, Louisiana, Massachusetts and Alabama.
For more information about Utz® or its products, please visit www.utzsnacks.com or call 1-800-FOR-SNAX.
Note Regarding Forward-Looking Statements
Any forward-looking statements, including, but not limited to, statements regarding the proposed transaction between Inventure Foods and Utz, the expected timeline for completion of the transaction, the strategic and other potential benefits of the transaction, and other statements regarding the management of Inventure Foods or Utz future expectations, beliefs, goals, plans or prospects are subject to risks and uncertainties such as those described in Inventure Foods’ periodic reports filed with the Securities and Exchange Committee. These statements speak only as of the date of this press release and are based on Inventure Foods’ or Utz’s current plans and expectations and involve risks and uncertainties that could cause future events or results actual results are different from those described or implied by such statements. forward-looking statements, including risks and uncertainties regarding: changes in financial markets; changes in economic, political or regulatory conditions or other trends affecting their industries; and changes in facts and circumstances and other uncertainties regarding the proposed transaction. Further information on these matters can be found in Inventure Foods’ filings with the Securities and Exchange Commission. Inventure Foods cautions investors not to place significant reliance on any forward-looking statements contained in this press release. Except as required by applicable law or regulation, Inventure Foods undertakes no obligation to update or revise any of its forward-looking statements to reflect future events or circumstances.
Important Additional Information Will Be Filed with the United States Securities and Exchange Commission
The tender offer for the outstanding shares of Inventure Foods has not yet commenced. This press release is for informational purposes only and does not constitute a recommendation, an offer to buy, or a solicitation of an offer to sell securities, or a substitute for the tender offer documents that Utz and its acquisition contractor (“Offeror”) to file with the United States Securities and Exchange Commission (the “SEC”) upon commencement of the tender offer. At the time the tender offer is initiated, the Offeror will file the Tender Offer Materials on Schedule TO, and Inventure Foods will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC regarding the tender offer. THE SUPPLY OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL, AND CERTAIN OTHER SUPPLY OFFER MATERIALS) AND SOLICITATION/RECOMMENDATION STATEMENT, AS THEY MAY BE MODIFIED FROM FROM TIME TO TIME WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF ORDINARY SHARES OF INVENTURE FOODS ARE INVITED TO CAREFULLY READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF THE TENDER OFFER, THAT HOLDERS OF ORDINARY SHARES OF INVENTURE FOODS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE OFFERING OF THEIR SHARES. The offer to purchase, related letter of transmittal and certain other tender offer materials, together with the solicitation/recommendation statement, will be made available to all holders of common stock of Inventure Foods at no cost to them. The tender offer documents, the solicitation/recommendation statement and other related documents (when available) will be made available free of charge on the SEC’s website at www.sec. gov.
contacts:
For Inventure Foods, Inc.:
Katie Turner, IC (646) 277-1200
Where
For Utz quality food:
George Neiderer, Utz SVP HR (717) 637-1759
Kevin J. Brick, Utz SVP Marketing (717) 637-1759
