Post: to Acquire Premier Nutrition Corporation

St. Louis / MO. (pfh) Post Holdings Inc., a leading manufacturer, marketer and distributor of branded ready to eat cereals, announced it has signed a definitive agreement to acquire Premier Nutrition Corporation (PNC).

PNC is a rapidly growing marketer and distributor of premium protein beverages and foods under its Premier Protein brand and nutritional supplements under its Joint Juice brand. This acquisition provides Post a platform in the growing active nutrition and supplements businesses. The PNC business will be independently managed by its experienced management team located in Emeryville, California. David Ritterbush, current Chief Executive Officer of PNC, will continue in that role.

«We are excited to enter this high growth and dynamic category», said Bill Stiritz, Post Chairman and Chief Executive Officer. «We could not be more impressed with the terrific quality of the Premier team Dave has put together», Stiritz continued.

Terms of the deal call for 180 million USD in cash to be paid at the time of closing, subject to a working capital adjustment. The Company anticipates completing the all-cash transaction by September 2013, subject to customary closing conditions including the expiration of waiting periods required under antitrust laws and the receipt of necessary third party consents.

On a full year basis, the transaction is expected to contribute approximately 130 to 140 million USD to net sales and approximately 17 to 20 million USD to Ebitda. The transaction is structured as a reverse subsidiary merger with and into PNC, thereby allowing Post to assume PNC´s net operating loss carryforwards and other tax benefits, which Post management estimates to be in the range of 22 to 26 million USD on a net present value basis.