Roger Deromedi - former CEO of Kraft Foods Inc. - will assume the role of Chairman upon the closing of the transaction. Mr. Deromedi will support the existing management team and brings 30 years of operating experience in the food industry, both at General Foods and Kraft.
Mr. Deromedi commented, "I am pleased to be working with Blackstone and Pinnacle's management team as they take the Company on its next phase of growth, both through internal development and selective acquisitions."
"The men and women of Pinnacle Foods are extremely excited to partner with The Blackstone Group," said Jeffrey Ansell, Chief Executive Officer of Pinnacle Foods and formerly a Corporate Officer at Procter & Gamble where he spent 25 years. "Pinnacle's portfolio of well-known brands has deep heritage and a strong consumer following, and we look forward to building and strengthening our iconic brands."
Prakash Melwani, Senior Managing Director of The Blackstone Group, stated, "We look forward to working with Pinnacle's outstanding management team to help them pursue their exciting growth strategy."
Pinnacle Foods produces a number of leading consumer brands including Duncan Hines baking mixes, Vlasic pickles, Hungry Man and Swanson frozen dinners, Log Cabin and Mrs. Buttersworth's syrups, Armour canned meat, Lender's bagels, Aunt Jemima breakfast foods, Celeste pizza and Van de Kamp's and Mrs. Paul's seafood. The Company employs more than 3,000 individuals, owns seven manufacturing facilities in the United States, and generates approximately $2.1 billion in annual gross sales.
Pinnacle Foods is jointly owned by affiliates of J.P. Morgan Partners, LLC, (CCMP Capital Advisors, LLC manages their investment in Pinnacle Foods), by J.W. Childs Associates, L.P., by CDM Group (an investment company controlled by Pinnacle Foods Board Chairman C. Dean Metropoulos), and by former bondholders of Aurora Foods Inc.
In addition to Mr. Deromedi and Mr. Ansell, Joe Jimenez - former Executive Vice President of H.J. Heinz Company - will join Pinnacle Foods' Board as a Director following completion of the transaction. Mr. Jimenez has more than twenty years of experience in the food industry at Heinz, ConAgra and The Clorox Company.
It is expected that a tender offer and consent solicitation will be made to repurchase Pinnacle Foods' outstanding 8-1/4% Senior Subordinated Notes due 2013.
Under the agreement and plan of merger executed today, an affiliate of The Blackstone Group is expected to merge with Crunch Holding Corp., the direct owner of Pinnacle Foods. The owners of Crunch Equity Holding, LLC and the Boards of Directors of Pinnacle Foods and Crunch Holding Corp. have unanimously approved the transaction.
The transaction is subject to satisfaction of customary conditions and is expected to close in the first half of 2007. Lehman Brothers is acting as financial advisor to Pinnacle and is providing acquisition financing for the transaction. Centerview Partners and Blackstone Corporate Advisory are serving as financial advisors to Blackstone. Simpson Thacher & Bartlett LLP is acting as Blackstone's legal counsel. Pinnacle's legal advisor is Vinson & Elkins LLP.