Inventure Foods, Inc. announced that it has signed a letter of intent to purchase substantially all of the assets of Fresh Frozen Foods, LLC, a branded frozen vegetable processor. Based in Jefferson, Ga., Fresh Frozen is a full-service processor and supplier of more than 60 varieties of frozen vegetables and fruits to retail outlets throughout the Southeast U.S. and the Caribbean Islands. Fresh Frozen reported gross revenues of over $60 million during the most recent 12 month period, according to the release.
The letter of intent, which is non-binding except for confidentiality and no-shop provisions, contemplates a purchase price of $38 million at closing, plus deferred consideration in the form of an earn-out of up to $3 million based on 2014 performance, subject to certain closing and post-closing purchase price adjustments. The transaction remains subject to completion of due diligence, agreement on a definitive purchase agreement and other customary closing conditions. The parties anticipate that definitive documents will be signed and closed on or about Nov. 1, 2013. Inventure will fund the purchase price from a new senior syndicated credit facility that will be funded prior to closing. Wedbush Securities is acting as financial advisor to Inventure Foods on the transaction. The transaction, if consummated, is anticipated to be immediately accretive to earnings.
Bill Griffin, president of Fresh Frozen, said in a prepared statement, "Our family business has achieved great consumer awareness of our brand, our clear bags, and our "Quality You Can See...And Taste" tagline. Fresh Frozen has established a very strong market position in the Southeast. Inventure is well positioned to help us meet growing demand, increase our footprint into more doors beyond the region, and expand our product offerings to existing retail markets, food service distributors, and industrial customers. I look forward to working together with the Inventure team to continue to grow our businesses."
"This acquisition allows Inventure to add uniquely positioned frozen vegetables to our healthy/natural portfolio for the first time, while also expanding our IQF processing capabilities for fruits and vegetables in a new geographic region," said Terry McDaniel, chief executive officer of Inventure Foods, Inc. "Fresh Frozen has reported 15 percent average annual revenue growth over the last 3 years. Frozen vegetables are a $4.6 billion category and the company continues to perform well in the category with a year-over-year increase of over 15 percent for the last 12 weeks, according to recent IRI data. The unique location of Fresh Frozen's processing facility in Thomasville, Georgia will provide year-round freezing operations, which increases our geographic footprint. Additionally, both Fresh Frozen operations allow us to leverage our business and support future growth."
Larry Polhill, Inventure Foods chairman emeritus, concluded: "This transaction provides an exciting opportunity for Inventure to further expand its healthy/natural category of products, and supports the company's successful track record of creating shareholder value through organic growth and growth through acquisition."