New York, February 12, 2007 — Today, The Blackstone Group (“Blackstone”), through its affiliates, announced that it has entered into a definitive agreement to acquire Pinnacle Foods Group Inc. (“Pinnacle Foods” or the “Company”), a leading manufacturer, marketer and distributor of branded food products in the United States and Canada, for approximately $2.16 billion in cash.
Roger Deromedi – former CEO of Kraft Foods Inc. – will assume the role of Chairman upon the closing of the transaction. Mr. Deromedi will support the existing management team and brings 30 years of operating experience in the food industry, both at General Foods and Kraft.
Mr. Deromedi commented, “I am pleased to be working with Blackstone and Pinnacle’s management team as they take the Company on its next phase of growth, both through internal development and selective acquisitions.”
“The men and women of Pinnacle Foods are extremely excited to partner with The Blackstone Group,” said Jeffrey Ansell, Chief Executive Officer of Pinnacle Foods and formerly a Corporate Officer at Procter & Gamble where he spent 25 years. “Pinnacle’s portfolio of well-known brands has deep heritage and a strong consumer following, and we look forward to building and strengthening our iconic brands.”
Prakash Melwani, Senior Managing Director of The Blackstone Group, stated, “We look forward to working with Pinnacle’s outstanding management team to help them pursue their exciting growth strategy.”
Pinnacle Foods produces a number of leading consumer brands including Duncan Hines baking mixes, Vlasic pickles, Hungry Man and Swanson frozen dinners, Log Cabin and Mrs. Buttersworth’s syrups, Armour canned meat, Lender’s bagels, Aunt Jemima breakfast foods, Celeste pizza and Van de Kamp’s and Mrs. Paul’s seafood. The Company employs more than 3,000 individuals, owns seven manufacturing facilities in the United States, and generates approximately $2.1 billion in annual gross sales.
Pinnacle Foods is jointly owned by affiliates of J.P. Morgan Partners, LLC, (CCMP Capital Advisors, LLC manages their investment in Pinnacle Foods), by J.W. Childs Associates, L.P., by CDM Group (an investment company controlled by Pinnacle Foods Board Chairman C. Dean Metropoulos), and by former bondholders of Aurora Foods Inc.
In addition to Mr. Deromedi and Mr. Ansell, Joe Jimenez – former Executive Vice President of H.J. Heinz Company – will join Pinnacle Foods’ Board as a Director following completion of the transaction. Mr. Jimenez has more than twenty years of experience in the food industry at Heinz, ConAgra and The Clorox Company.
It is expected that a tender offer and consent solicitation will be made to repurchase Pinnacle Foods’ outstanding 8-1/4% Senior Subordinated Notes due 2013.
Under the agreement and plan of merger executed today, an affiliate of The Blackstone Group is expected to merge with Crunch Holding Corp., the direct owner of Pinnacle Foods. The owners of Crunch Equity Holding, LLC and the Boards of Directors of Pinnacle Foods and Crunch Holding Corp. have unanimously approved the transaction.
The transaction is subject to satisfaction of customary conditions and is expected to close in the first half of 2007. Lehman Brothers is acting as financial advisor to Pinnacle and is providing acquisition financing for the transaction. Centerview Partners and Blackstone Corporate Advisory are serving as financial advisors to Blackstone. Simpson Thacher & Bartlett LLP is acting as Blackstone’s legal counsel. Pinnacle’s legal advisor is Vinson & Elkins LLP.
About The Blackstone Group:
The Blackstone Group, a global private investment and advisory firm, was founded in 1985. The firm has raised approximately $75 billion for alternative asset investing since its formation of which over $30 billion has been for private equity investing. Blackstone has recently made significant commitments to the food and beverage sector with investments in United Biscuits (leading manufacturer of biscuits in the UK) and Orangina (beverages). Blackstone’s other core businesses include Private Real Estate Investing, Corporate Debt Investing, Hedge Funds, Mutual Fund Management, Private Placement, Marketable Alternative Asset Management and Investment Banking Advisory Services. Further information is available at www.blackstone.com.
About Pinnacle Foods Corporation:
Pinnacle Foods Group, Inc. manufactures and markets branded convenience food products in the United States and Canada. Its product range includes frozen dinners and entrees, frozen seafood, breakfasts, bagels, pickles, peppers and relish, baking mixes and frostings, and syrups and pancake mixes. The company primarily offers its products through its broker network to traditional classes of trade, including grocery wholesalers and distributors, grocery stores and supermarkets, convenience stores, mass and drug merchandisers and warehouse clubs. It also distributes its products through foodservice and private label channels.
Except for historical information, all other information in this news release consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected, anticipated or implied. The most significant of these uncertainties are described in the Company’s Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports) and exhibits to those reports, and include (but are not limited to) the following: competition; the loss of any of the Company’s major customers or suppliers; changes in distribution channels or competitive conditions in the markets where the Company operates; the results, consequences, effects or timing of any inquiry or investigation by or settlement discussions with any regulatory authority or any legal and administrative proceedings; uncertainties related to completing the acquisition of the Company, including the fulfillment or waiver of conditions to closing under the acquisition agreement and any adjustments as to the amount of actual proceeds to be received; the costs, difficulties and uncertainties related to the integration of acquired businesses; and general economic and market conditions. Except to the extent required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statement.