Diamond Foods to merge P&G's Pringles into company
$2.35 billion merger makes Diamond the number two global player in savory snack category.
Diamond Foods, Inc., of San Francisco and The Procter & Gamble Company (P&G) of Cincinnati, OH have announced an agreement to merge P&G’s Pringles business into Diamond Foods in a deal creating a US $2.35 billion entity.
“Pringles is an iconic, billion dollar snack brand with significant global manufacturing and supply chain infrastructure,” states Michael J. Mendes, chairman, president and chief executive officer of Diamond Foods. “Our plan is to build upon the brand equity Pringles has established in over 140 countries. This strategic combination will create an independent, global leader in the snack industry with a focus on quality and innovative products. Not only is this combination immediately accretive, it also creates a platform that we believe will allow us to build shareholder value for years to come.”
Bob McDonald, chairman of the board, president and chief executive officer of P&G says: “We are confident Diamond Foods will be an excellent new home for our Snacks employees. This is also a terrific deal for our shareholders–maximizing value and minimizing earnings per share dilution.”
Pringles is the world’s largest potato crisp brand with sales in over 140 countries and manufacturing operations in the U.S., Europe and Asia. The global, iconic brand has been built over 45 years with a combination of proprietary products, unique package design and significant advertising investment. Pringles will join Diamond’s dynamic portfolio of brands, which includes Diamond of California and Emerald nuts, Pop SecretKettle Brand microwave popcorn and potato chips, creating a premium snack-focused company with total revenues of approximately $2.4 billion.
The combination will more than triple the size of Diamond’s snack business and:
- Increase scale in U.S. grocery, mass merchandise, drug and convenience channels to gain greater merchandising and distribution influence;
- Leverage Diamond’s sales and distribution infrastructure through a more than doubling of snack sales in the U.S. and U.K., which are Pringles‘ two largest markets;
- Gain a broader global manufacturing and supply chain platform, with access into key growth markets around the world, including Asia, Latin America and Central Europe;
- Increase Diamond’s geographic diversity, with international sales accounting for approximately 49 percent of total revenues on a pro forma basis.
Diamond Foods has a history of building, acquiring and energizing brands through product and package innovation, efficient distribution and brand investment. Its total revenues have doubled and earnings per share have grown more than four-fold in the past five years.
The value of the transaction is $2.35 billion, comprising $1.5 billion in Diamond common stock, consisting of 29.1 million shares for approximately 57 percent of the outstanding shares of the combined company, and the assumption of $850 million of Pringles debt. Diamond’s existing shareholders would continue to own approximately 43 percent of the combined company.
The combined business will be managed by Diamond’s executive team and board of directors, led by Mendes. The company’s headquarters will remain in San Francisco, California.
The transaction is subject to approval by Diamond shareholders and the satisfaction of customary closing conditions and regulatory approvals, with the completion of the transaction expected by the end of calendar 2011.
About Diamond Foods
Diamond Foods is an innovative packaged food company focused on building, acquiring and energizing brands including: Kettle Brand, Diamond of California, Emerald, and Pop Secret. The Company’s products are distributed in a wide range of stores in North America as well as Europe. For more information, visit www.diamondfoods.com.
About Procter & Gamble
The company has one of the strongest portfolios of trusted, quality, leadership brands, including: Pampers, Tide, Ariel, Always, Whisper, Pantene, Mach3, Bounty, Dawn, Gain, Charmin, Downy, Lenor, Iams, Pringles, Crest, Oral-B, Duracell, Olay, Head & Shoulders, Wella, Gillette, Braun and Fusion. P&G has approximately 127,000 employees working in about 80 countries worldwide. Visit www.pg.com for more information.