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.