The transaction, expected to close in the first quarter of 2021, has been unanimously approved by Whole Earth Brands’ and Wholesome’s Boards of Directors. The initial purchase price for the transaction is $180 million in cash.
Wholesome is the U.S. leader in organic, plant-based and Fairtrade-certified sweeteners, including sugar, honey, agave nectar, allulose and other liquid sweetener products. With a proven track record of sustainability, innovation and profitable growth, including several new product lines that have been launched in the past few years, Wholesome has been a leader in Fairtrade, non-GMO organics, staying on the cutting edge of eco-friendly agriculture since its founding in 2001.
Wholesome holds a 76 percent share in the organic granulated sugar segment of the organic and natural channel and has achieved retail sales growth of approximately 52 percent over the 52-week period ending Nov. 1, 2020.
“Consumers are demanding more dietary options that enable healthier lifestyles, and Whole Earth Brands’ business strategy is built on meeting those needs through our innovative product pipeline and global distribution network,” said Irwin D. Simon, executive chairman of Whole Earth Brands. “Sweets are a joyful experience in cultures around the world, and consumers are demanding more sweetener options that fit within their individual health and dietary needs so that they can continue to enjoy life’s everyday moments and the celebrations that bring us together. Whole Earth Brands is delivering on that expectation by becoming the leader in plant-based and alternative sweeteners around the world, and we are looking forward to integrating Wholesome and growing the world-class brands within our Whole Earth Brands platform.”
“Wholesome will mark our second strategic acquisition since our business combination in June of this year and we are excited about the platform we are building across the sweetener category in North America,” said Albert Manzone, Whole Earth Brands Chief Executive Officer. “Wholesome’s leading position in organic sugar, honey, agave and allulose is a perfect complement to our existing portfolio of natural and alternative sweeteners. This transaction brings us additional scale that we believe will enhance our competitive position and help us expand consumers’ access to the delicious foods they love. We look forward to working with Nigel and the Wholesome team.”
Under the agreement, Wholesome will receive $180 million in cash and is eligible to receive up to $55 million of additional consideration under an earnout through the end of 2021. The initial purchase price of $180 million approximates 7.8 timex Wholesome’s 2020 estimated adjusted EBITDA.
Additionally, the company expects to see commercial synergies in North America and through launching Wholesome’s products across Whole Earth Brands’ global footprint. The company also expects to see cost savings through supply chain integration over the coming two years, as well as general overhead savings.
Whole Earth Brands intends to finance the $180 million transaction with cash on hand and a new credit facility that it has secured through TD Securities and its affiliates.
“Wholesome is the No. 1 organic brand in the natural channel,” said Wholesome Sweeteners CEO Nigel Willerton. “The Wholesome brand was built on a mission of supporting farmers and to date has paid nearly $23 million in Fairtrade premiums. We share a common vision with Whole Earth Brands – to support consumers’ health and wellness goals by providing innovative products that they can feel good about and enjoy. Our business aligns with the powerful movements in the U.S. and around the world. Our extendable brands create opportunities for significant growth through channel, product and category expansion. This combination with Whole Earth Brands brings together like-minded companies with complementary strengths to unlock powerful value in the organic and natural category.”