WESTCHESTER, Ill., June 25 /PRNewswire-FirstCall/ -- TreeHouse Foods, Inc.
(NYSE: THS) ("TreeHouse") today announced that they have entered into a
definitive agreement with E.D. Smith Income Fund (JAM-UN.TO) (the "Fund") to
acquire substantially all of the assets of the Fund, consisting of all of the
outstanding shares of E.D. Smith & Sons, Limited, all of the outstanding
shares of E.D. Smith & Sons GP Ltd., certain indebtedness of E.D. Smith & Sons
Limited and all of the LP units of E.D. Smith & Sons LP. Under the agreement,
TreeHouse will acquire the assets of the Fund for approximately $203 million,
plus the assumption of existing debt and transaction costs. It is anticipated
that the cash purchase price will allow cash to be received by unitholders of
E.D. Smith Income Fund of up to CDN$9.15 per unit subject to a holdback of
CDN$0.60 per unit to cover certain contingencies associated with a potential
tax liability and wind up costs.
The transaction, which is subject to approval by the Fund's unitholders by
two-thirds of the votes cast at a special meeting, regulatory approval and
other customary closing conditions, is expected to close near the end of the
third quarter of 2007. The Fund will set a record date for a special meeting
of unitholders to approve the terms of the transaction and the wind up of the
Fund which is expected to be held by the end of August, 2007.
The all cash transaction will be financed through borrowings under the
TreeHouse's existing $500 million credit facility. "E.D. Smith is a great
company and we are excited about the category and geographic opportunities it
brings to TreeHouse", said Sam K. Reed, Chairman and CEO of TreeHouse Foods,
Inc. "In Canada, it is the leading private label manufacturer in nine key dry
grocery categories with outstanding relationships with key retailers that will
open up opportunities for our U.S. based business. In the U.S., it is the
leading producer of private label salad dressings which will be a great
compliment to our portfolio and is in a growth category aligned with healthy
eating. Further, our U.S. food service business will open up an exciting new
distribution channel for E.D. Smith's product portfolio."
"We have conducted an extensive review of the strategic alternatives
available to the E.D. Smith Income Fund and believe this deal provides our
unitholders with a fair price for the business and a material premium to the
recent trading levels of the units", said Jack Scott, Chairman of the E.D.
Smith Income Fund. "We are excited about partnering with TreeHouse to execute
our strategic plan and grow the E.D. Smith business", commented Martin
Thrasher, Interim President and Chief Executive Officer of E.D. Smith.
For the 12 months ending March 31, 2007, E.D. Smith had revenues of
approximately $245 million. E.D. Smith operates production facilities in
Winona, Ontario, Seaforth, Ontario, Cambridge, Ontario and North East,
Pennsylvania, and employs approximately 800 people. The E.D. Smith
headquarters will remain in Winona, Ontario.
JP Morgan and TD Securities are acting as financial advisors to TreeHouse
in connection with the transaction. Genuity Capital Markets is advising E.D.
Smith Income Fund on the transaction.
About TreeHouse Foods
TreeHouse is a food manufacturer servicing primarily the retail grocery
and foodservice channels. Its products include pickles and related products;
non-dairy powdered coffee creamer; private label soup and infant feeding
products, salsa, Mexican sauces and other food products including aseptic
sauces, refrigerated salad dressings, and liquid non-dairy creamer. TreeHouse
believes it is the largest manufacturer of pickles and non-dairy powdered
creamer in the United States based on sales volume.
ABOUT E.D. Smith Income Fund
E.D. Smith Income Fund is an unincorporated, open-ended trust that owns
E.D. Smith & Sons, Limited and its subsidiaries. Founded in 1882 and
headquartered in Winona, Ontario, E.D. Smith is a leading manufacturer of a
diverse portfolio of high quality branded and private label food products. The
Company markets and distributes its products to the food retail and
foodservice markets in Canada and the U.S. The Company's products range from
fruit-based products, which include jams (including jellies, marmalades and
spreads) pie fillings, and ketchup, to sauces, which include pasta sauces,
salsa, barbeque sauces specialty sauces and syrups, to oil-based products,
which include pourable and spoonable salad dressings and marinades.
FORWARD LOOKING STATEMENTS
This press release contains "forward-looking statements." Forward-looking
statements include all statements that do not relate solely to historical or
current facts, and can generally be identified by the use of words such as
"may," "should," "could," "expect," "seek to," "anticipates," "plans,"
"believes," "estimates," "intends," "predicts," "projects," "potential" or
"continue" or the negative of such terms and other comparable terminology.
These statements are only predictions. The outcome of the events described in
these forward-looking statements is subject to known and unknown risks,
uncertainties and other factors that may cause the company or its industry's
actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance
or achievement expressed or implied by these forward-looking statements.
TreeHouse's Annual Report on Form 10K for the fiscal year ended December 31,
2006 and subsequent quarterly report discuss some of the factors that could
contribute to these differences. You are cautioned not to unduly rely on such
forward-looking statements, which speak only as of the date made, when
evaluating the information presented in this presentation. The company
expressly disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statement contained herein, to reflect any
change in its expectations with regard thereto, or any other change in events,
conditions or circumstances on which any statement is based.
SOURCE TreeHouse Foods, Inc.
/CONTACT: Investor Relations, TreeHouse Foods, Inc., +1-708-483-1300 Ext.
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/Web site: http://www.treehousefoods.com /
CO: TreeHouse Foods, Inc.
IN: FIN FOD REA
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4438 06/25/2007 07:00 EDT http://www.prnewswire.com