TreeHouse Foods To Acquire Protenergy Natural Foods From Whitecastle Investments Limited

April 21, 2014

TreeHouse Foods, Inc. announced that it will acquire Protenergy Natural Foods. TreeHouse has agreed to pay Whitecastle Investments Limited, Whitecap Venture Partners and others CAD $170 million (approximately U.S. $150 million) in cash for the business, subject to an adjustment for working capital.

The company expects the transaction to have approximately $0.05 to $0.07 earnings per share (EPS) impact on 2014 earnings and add approximately $0.11 to $0.14 in EPS in 2015. The transaction is expected to close late in the second quarter of 2014, subject to the satisfaction of customary closing conditions, and will be financed through borrowings under TreeHouse's existing credit facility.

With approximately 300 employees, Protenergy is headquartered in Richmond Hill, Ontario, Canada and operates a second production facility in Cambridge, Md. Protenergy had 2013 sales of approximately CAD $130 million for the twelve months ended Dec. 31, 2013. Following the acquisition, TreeHouse anticipates pro forma 2014 sales of approximately $2.7 billion and adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) of approximately $385 million.

"We are delighted to welcome Protenergy Natural Foods and its innovative capabilities in premium food and beverage products to the TreeHouse family," said Sam K. Reed, chairman, president and chief executive officer of TreeHouse Foods, in a prepared statement. "The acquisition of Protenergy is expected to expand our existing packaging capabilities and enables us to offer customers a full range of soup products, both wet and dry. The addition of Protenergy is also expected to leverage our R&D capabilities in the evolution of shelf stable liquids from cans to cartons. Lastly, we believe Protenergy's packaging applications present meaningful growth opportunities in the categories that we already play in today, as well as closely adjacent food and beverage categories."

"We are pleased to be joining TreeHouse Foods," said Kevin Tracey, chief executive officer of Protenergy Natural Foods. "We have an experienced and highly capable management team, and we are focused on delivering innovative product formulation, and exceptional processing and product quality to our customers. We see significant opportunities for innovation and growth in Tetra Recart packaging by leveraging the strengths of our two companies."

"We are proud to have assisted Protenergy in its growth from start up in 2004 to its acquisition by TreeHouse Foods," said Blaine Hobson, managing director of Whitecap. "This acquisition represents an outstanding divestiture for our shareholders and investors to a strategic buyer with the potential to unlock the huge potential still remaining in Protenergy."

Barclays is acting as financial advisor on the transaction and Winston & Strawn LLP and Stikeman Elliott LLP are serving as legal counsel to TreeHouse. William Blair is serving as financial advisor to Protenergy and Whitecastle with respect to the transaction, and Goodmans LLP is serving as legal counsel to Protenergy and Whitecastle.


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