Welbilt sold for $4.3B

Middleby to acquire Welbilt in an all-stock transaction

The Middleby Corporation (MIDD) and Welbilt (WBT) have entered into a definitive agreement under which Middleby will acquire Welbilt in an all-stock transaction, enhancing the Middleby Commercial Foodservice platform with an attractive portfolio of products, brands and technologies.

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This transaction will bring together two complementary businesses, accelerate the Middleby growth strategy into key markets globally and increase core capabilities in highly attractive segments.

The combined company will have approximately $3.7B in combined 2020 sales, 73% of which will come from the Commercial Foodservice segment.

Under the terms of the agreement, Welbilt shareholders will receive a fixed exchange ratio of 0.1240x shares of Middleby common stock for each share of Welbilt common stock in an all-stock transaction, with an implied enterprise value of $4.3B.

Based on Middleby’s volume-weighted average price during the 30 consecutive trading days ending April 20, the offer price represents a 28% premium to Welbilt’s 30-day VWAP.

Upon closing, Middleby shareholders will own approximately 76% and Welbilt shareholders will own approximately 24% of the combined company on a fully diluted basis.

The Boards of both companies have unanimously approved the transaction. In addition, Carl C. Icahn, Welbilt’s largest shareholder with an 8.4% ownership position, has entered into a support agreement in favor of the transaction.

Following closing, Timothy FitzGerald will continue as CEO and as a member of the Middleby Board of Directors. Bryan Mittelman will continue to serve as Middleby’s CFO.

Middleby will expand its Board to include two new directors from the Welbilt board, Chairperson Cynthia Egnotovich and William Johnson. Middleby intends to refinance Welbilt’s existing debt through its committed Senior Secured Facility.

Based on the expected pro forma leverage ratio at closing, the interest on the incremental financing would be approximately L + 162.5 bps.

The transaction is expected to close in late 2021, subject to customary closing conditions, including regulatory and Middleby and Welbilt shareholder approvals.

The Middleby Corporation designs, manufactures, markets, distributes, and services a range of foodservice, food processing, and residential kitchen equipment.

Welbilt, Inc., designs, manufactures, and supplies foodservice equipment for commercial foodservice market worldwide. The company offers commercial upright and undercounter refrigerators and freezers, blast freezers and chillers, and cook-chill systems under the Delfield brand; and walk-in refrigerators, coolers and freezers, and prefabricated cooler and freezer panels under the Kolpak brand. 

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General Mills North America sales decline

General Mills plunges after reporting North America sales decline

General Mills North America sales decline, Stockwinners
General Mills North America sales decline, Stockwinners

Shares of General Mills (GIS) sunk in late morning trading after the company reported quarterly results, including net sales for its North America Retail segment that fell 2% from the year-ago period.

QUARTERLY RESULTS AND GUIDANCE

General Mills reported first quarter adjusted earnings per share of 71c, beating analysts’ consensus estimates of 63c, while sales of $4.1B were essentially in line with the consensus forecast.

However, the company said net sales in North America, its biggest region, fell 2% to $2.39B, with net sales down 4% in U.S. Snacks and down 2% each in U.S. Meals & Baking and U.S. Yogurt.

General Mills said its pet-food division reported sales of $343.4M, up 14% on a pro forma basis. General Mills acquired Blue Buffalo earlier this year for $8B, and said its net interest expense was $134M in the quarter, primarily driven by financing related to the acquisition.

Looking ahead, General Mills reaffirmed fiscal 2019 targets, including adjusted EPS flat to down 3% from the base $3.11 earned in fiscal 2018, organic net sales flat to up 1%, net sales up 9%-10% including the impact of the Blue Buffalo deal and constant currency adjusted operating profit up 6%-9% from the base of $2.6B reported in FY18.

EXECUTIVE COMMENTARY

In a statement, Chairman and Chief Executive Officer Jeff Harmening commented that FY19 is “off to a good start” and said the Blue Buffalo transition is “progressing well.”

General Mills expects double-digit top and bottom-line growth for the Blue Buffalo business this year, excluding acquisition-related charges. On its quarterly earnings conference call, CFO Donal Mulligan said he expects price/mix to improve as the year unfolds, and that operating margins will be down “somewhat” for the year.

He also thinks there will be “a little bit more pressure” on gross margin from where the company originally expected.

For the year, General Mills expects input cost inflation will be 5% of cost of goods, one point above FY18 levels.

OTHERS TO WATCH

Peers trading lower on Tuesday include Kraft Heinz (KHC), Campbell Soup (CPB) and J.M. Smucker (SJM).


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Keystone Foods sold for $2.16B

Tyson Foods to acquire Keystone Foods for $2.16B 

Keystone Foods sold for $2.16B, Stockwinners
Keystone Foods sold for $2.16B, Stockwinners

Tyson Food (TSN) announced it has reached a definitive agreement to buy the Keystone Foods business from Marfrig Global Foods for $2.16B in cash.

The acquisition of Keystone, a major supplier to the growing global foodservice industry, is Tyson Foods’ latest investment in furtherance of its growth strategy and expansion of its protein capabilities.

Headquartered in West Chester, Pennsylvania, Keystone supplies chicken, beef, fish and pork to some of the quick-service restaurant chains, as well as retail and convenience store channels.

Its product portfolio includes chicken nuggets, wings and tenders; beef patties; and breaded fish fillets.

The acquisition includes six processing plants and an innovation center in the U.S. with locations in Alabama, Georgia, Kentucky, North Carolina, Pennsylvania and Wisconsin. It also includes eight plants and three innovation centers in China, South Korea, Malaysia, Thailand and Australia.

Keystone, which employs approximately 11,000 people, generated annual revenue of $2.5B and adjusted EBITDA of $211M in the last 12 months ending June 30, excluding non-controlling interest and other adjustments.

During the same period, the company generated approximately 65% of its revenue from U.S.-based production and the remaining 35% from its Asia Pacific plants.

The acquisition will be funded through a combination of existing liquidity and proceeds from the issuance of new debt. Initial leverage metrics are expected to be well within levels appropriate for the company’s existing investment-grade credit ratings.

The company plans to use its cash flows to pay down debt to continue to support its credit ratings and to strengthen its balance sheet.The transaction, which has been approved by Tyson Foods’ board of directors, is expected to close in mid-fiscal 2019. It is subject to customary closing conditions, including regulatory approvals.


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Long Island Iced Tea to rebrand as ‘Long Blockchain Corp.’

Long Island Iced Tea to rebrand as ‘Long Blockchain Corp.’

Long Island Iced Tea to rebrand as 'Long Blockchain Corp.' Stockwinners.com
Long Island Iced Tea to rebrand as ‘Long Blockchain Corp.’

Long Island Iced Tea Corp. (LTEA) announced that the parent company is shifting its primary corporate focus towards the exploration of and investment in opportunities that leverage the benefits of blockchain technology.

In connection with the shift in strategic direction, the company has approved changing its name from “Long Island Iced Tea Corp.” to “Long Blockchain Corp.” and has reserved the web domain www.longblockchain.com.

The company intends to request Nasdaq to change its trading symbol in connection with the name change.

The company will continue to operate Long Island Brand Beverages, LLC as a wholly-owned subsidiary and maintain the focus of this business on the ready-to-drink segment of the beverage industry, specifically, premium, ‘better-for-you’ brands marketed at an affordable price.

In conjunction with the shift in business strategy, the company has submitted a request to the SEC to withdraw its previously filed S-1 registration statement relating to a proposed underwritten public offering, which was filed on November 11, Long Island noted.

LTEA closed at $2.44. It last traded at $12.05 in pre-market trading. This seems to be the bubble mentality at its worse!


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RXBAR sold for $600 million

Kellogg to acquire protein bar brand RXBAR for $600M

Kellogg to acquire protein bar brand RXBAR for $600M. See Stockwinners.com for details

Kellogg (K) shares are higher after the food maker announced it would acquire protein bar brand RXBAR for $600M.

WHAT’S NEW

Kellogg said in a statement this morning that it has agreed to acquire Chicago Bar Company, maker of RXBAR, a line of clean-label protein bars made with a base of egg whites, fruit and nuts.

The company also recently launched RXBAR Kids, which contain the same core ingredients as RXBARs, but in kid-friendly flavors and portions.

Kellogg said RXBAR will continue to operate independently as a standalone business, and will be able to leverage Kellogg’s scale and resources to continue driving its growth.

FINANCIAL TERMS

The purchase price of the acquisition, which is expected to close by year-end, is $600M, or approximately $400M net of tax benefits.

RXBAR’s net sales are expected to be approximately $120M in 2017 and Kellogg expects the multiple on projected 2018 EBITDA to be in the range of 12-14x, inclusive of the tax benefits to the purchase price. Excluding one-time costs, the acquisition is expected to be immaterial to EPS in 2017 and 2018.

“EXCELLENT STRATEGIC FIT”

Kellogg CEO Steve #Cahillane commented that “RXBAR is a unique and innovative company. Its values, people and cutting-edge approach represent an exciting opportunity for our business. Adding a pioneer in clean-label, high-protein snacking to our portfolio bolsters our already strong wholesome snacks offering. #RXBAR is an excellent strategic fit for Kellogg as we pivot to growth.

With its strong millennial consumption and diversified channel presence including e-commerce, RXBAR is perfectly positioned to perform well against future food trends.

Kellogg and other processed food makers have been dealing with weak sales amid a growing preference by consumers for healthier foods, and has been making changes to its offerings by removing artificial ingredients and introducing healthier foods.

Several of Kellogg’s peers have also been buying healthier brands, including Conagra (CAG), which recently acquired Angie’s Artisan Treats, and Campbell Soup (CPB), which previously said it would buy organic soup maker Pacific Foods.


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