Banking & Finance  January 15, 2016

Pinnacle Foods completes acquisition of Boulder Brands

BOULDER — New Jersey-based Pinnacle Foods Inc. (NYSE: PF) announced on Friday afternoon that it has completed its $710 million acquisition of Boulder Brands Inc. (Nasdaq: BDBD).

The news followed an announcement earlier in the day that Pinnacle had completed its tender offer to purchase all outstanding shares of Boulder Brands.

Pinnacle announced in November that it had struck a deal to acquire Boulder Brands — owner of the Glutino, Udi’s Gluten Free, Earth Balance, Level Life and Smart Balance brands — for $710 million, or $11 per share.

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As of the expiration of Pinnacle’s tender offer at 12 a.m. Friday, almost 91 percent of Boulder Brands shares had been tendered. According to the rules of the General Corporation Law of the State of Delaware, because Pinnacle acquired at least 90 percent of the outstanding shares through the tender offer, no vote of Boulder Brands stockholders was required to close the acquisition.

Shares that weren’t purchased in the tender offer “will be converted into the right to receive the same $11 in cash that will be paid in the tender offer,” a Pinnacle statement read.

Completion of the deal makes Boulder Brands a wholly owned subsidiary of Pinnacle, which owns brands such as Duncan Hines, Vlasic, Mrs. Butterworth’s and several others. Boulder Brands’ stock will no longer be listed on the Nasdaq exchange.

Pinnacle officials stated last fall that they plan to keep Boulder Brands’ 43,000-square-foot downtown Boulder headquarters.

The announcement of the acquisition spurred a pair of class-action lawsuits from Boulder Brands shareholders against Boulder Brands and Pinnacle, alleging that the companies had breached their fiduciary duties by agreeing to sell Boulder Brands at an undervalued price and failing to disclose material information to shareholders. Earlier this month, however, the plaintiffs in at least one of those suits entered into a memorandum of understanding with Boulder Brands and Pinnacle to settle the lawsuit, according to regulatory filings.

Boulder Brands had seemingly been headed toward an acquisition for months.

In August, the company suspended its search for a permanent CEO while the board of directors explored “strategic and financial alternatives.” That followed July news that activist investor Glenn Welling — known for pushing companies to make major changes or pursue sales — had taken a 9.6 percent stake in the company.

In July, the company cut 15 percent of its salaried jobs as part of a corporate restructuring. That came a month after CEO Stephen Hughes resigned amid turmoil that included a diving stock price, a trio of shareholder lawsuits against the company, and a lawsuit filed by Heinz alleging trademark infringement.

The shareholder lawsuits alleged that the company, between Dec. 23, 2013, and Oct. 22, 2014, made false and misleading statements that overstated the financial well-being of the company and failed to disclose various adverse details related to the company’s financial health and outlook, ultimately causing the company’s stock price to plummet.

Boulder Brands was founded as Boulder Specialty Brands Inc. in 2005 and held an initial public offering that year. The company changed its name to Smart Balance Inc. in 2007, when it acquired GFA Brands Inc., parent company of the Smart Balance and Earth Balance Brands. The company changed its name again in 2013 to Boulder Brands Inc.

BOULDER — New Jersey-based Pinnacle Foods Inc. (NYSE: PF) announced on Friday afternoon that it has completed its $710 million acquisition of Boulder Brands Inc. (Nasdaq: BDBD).

The news followed an announcement earlier in the day that Pinnacle had completed its tender offer to purchase all outstanding shares of Boulder Brands.

Pinnacle announced in November that it had struck a deal to acquire Boulder Brands — owner of the Glutino, Udi’s Gluten Free, Earth Balance, Level Life and Smart Balance brands…

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