Spectrum Organic Products Inc. announced the signing of a definitive agreement pursuant to which The Hain Celestial Group Inc. will acquire the stock of Spectrum for total equity consideration of approximately $0.705 per share, adjusted to reflect Spectrum's estimate of their expenses and the price adjustment provisions of the agreement, or $34.5 million, in a combination of approximately 50% cash and 50% Hain Celestial common stock. The transaction, which was approved by the board of directors of both companies, is expected to close during the fourth quarter of 2005. The transaction is subject to approval by Spectrum's shareholders.
Spectrum is a California-based manufacturer and marketer of natural and organic culinary oils, vinegars, condiments and butter substitutes under the Spectrum Naturals brand and essential fatty acid nutritional supplements under the Spectrum Essentials brand, sold mainly through natural food retailers. Spectrum is also a supplier of natural, organic and non-genetically-modified oils to food manufacturers in the U.S. through its Spectrum Ingredients Division.
"Hain Celestial provides Spectrum with a platform for accelerated expansion of our product lines. We look forward to benefiting from being part of the Hain Celestial family, as their presence in natural and other channels will enable us to provide health-sustaining natural products that are the highest in consumer value," said Jethren P. Phillips, founder and chairman of the board of directors of Spectrum. "I began this mission nearly 20 years ago and look forward to working with Hain-Celestial to further our goals."
"Spectrum has been a well-respected marketer and producer of natural and organic oils in the natural food channels for many years, and adding their range of offerings in this category to Hain Celestial's existing portfolio gives us another opportunity to offer our customers additional category-leading products," said Irwin D. Simon, president and chief executive officer of Hain Celestial. "We look forward to expanding Spectrum Naturals, Essentials and Ingredients businesses as consumers increasingly seek healthy oils as part of a balanced diet and as recently recommended by the USDA Dietary Guidelines. Spectrum natural and organic products feature healthy oils that are mechanically extracted and free of trans fats and genetically engineered ingredients."
