Post Holdings, Inc., St. Louis, MO, manufacturer, marketer and distributor of branded ready to eat cereals, has signed a definitive agreement to acquire Premier Nutrition Corporation (PNC).
 
PNC is a rapidly growing marketer and distributor of 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, CA. David Ritterbush, chief executive officer of PNC, will continue in his current 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,” Mr. Stiritz continued. 
 
Terms of the deal call for $180 million in cash are to be paid at the time of closing, and are 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-$140 million to net sales and approximately $17-20 million 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 carry forwards and other tax benefits, which Post management estimates to be in the range of $22-$26 million on a net present value basis.