Atrium Innovations Acquires Garden of Life – A Leading U.S. Nutritional
Supplement Products Brand
Acquisition Gives Atrium a Strong Presence in the U.S. Health Food Store Segment
Quebec City (Quebec), September 21, 2009 – Atrium Innovations
Inc. (TSX: ATB), a leading
developer, manufacturer, and marketer of science-based and professionally supported
products
for the health and nutrition industry, announced today the purchase of Garden
of Life, Inc., a
leading formulator, distributor and marketer of nutritional supplement products.
Garden of Life products are sold in nearly 12,000 U.S. health food and specialty
retail outlets,
including major chains as well as in thousands of independent stores. The company
is widely
recognized throughout the fast-growing U.S. and Canadian nutritional supplement
industries as
a leader in innovation, efficacious and science-based products. With annualized
revenues of
approximately US$52 million, the company’s premium high-quality products and
loyal customer
following have established Garden of Life as a leader in the U.S. nutritional
supplements
industry.
“By joining forces with Garden of Life, we strengthen Atrium’s footprint in
the health and nutrition
industry and rapidly expand our participation in a growing market segment,”
stated Pierre
Fitzgibbon, Atrium’s President and CEO. “This new distribution channel complements
our
strength in the health care professional segment. Together with our Direct
to Consumer
business, Atrium is well-positioned to respectively offer to each of these
channels a portfolio of
quality, science-based products that are specifically designed to meet our
customers’ needs.”
Under the terms of the transaction, Atrium will pay Garden of Life an initial
consideration of
US$35 million, US$32.5 million in cash, of which US$12 million is coming from
the working
capital, and US$2.5 million in the form of newly issued common shares in Atrium.
Moreover,
Atrium will assume a bank debt of US$2.5 million. An adjustment payment will
be made at the
end of fiscal year 2009. The initial purchase price is based upon a 6.5 multiple
of the actual
2009 earnings before interest, taxes, depreciation and amortization (“EBITDA”).
Earn-out
payments have also been structured and will be based upon a percentage of incremental
EBITDA in 2010 and 2011 above a minimum growth level. Manufacturing synergies
will be
ascribed to Atrium as they are not part of the earn-out payments and this transaction
is
immediately accretive.
Significant Acquisition Synergies
“This acquisition offers Atrium significant opportunities for synergy and growth,”
continued
Mr. Fitzgibbon. “We will distribute our flagship product, Wobenzym, through
the Garden of Life
network of health food and speciality stores. In addition, over time we will
begin to manufacture
the majority of the Garden of Life products in Atrium’s GMP manufacturing facilities.
Further, by
leveraging our larger critical mass, we will be able to provide more scientific
support for our
product offerings. Atrium has a strong track record of successfully integrating
complementary
businesses, delivering growth and efficiencies while preserving their successful
cultures.”
Jordan Rubin, CEO and founder of Garden of Life, Brian Ray, President, and
the other
members of the company’s management team will retain their positions following
this
transaction.
“We are extremely excited to join a company like Atrium that shares our commitment
to
excellence, innovation and entrepreneurialism. I’m confident that our alliance
will be highly
beneficial to both companies, as well as to the steadily growing number of
consumers seeking
high-quality products that they can rely on to help them stay healthy,” commented
Jordan Rubin.
“Messrs. Rubin and Ray are visionary, determined and dynamic individuals who
will
undoubtedly enrich our organization; we are very pleased to welcome them to
our company.
The Garden of Life team brings Atrium a track record of innovation and expertise
in marketing in
the health food and specialty store segment. Garden of Life and Atrium’s U.S.
business units
will benefit greatly from pooling knowledge and resources to carry out business
development,
research and innovation initiatives,” concluded Mr. Fitzgibbon.
About Garden of Life and its Products
Founded in 2000, Garden of Life has quickly distinguished itself as a leader
in the health and
nutrition industry through its innovative spirit, professionalism and rigour,
developing products in
close collaboration with health care professionals, including physicians, scientists
and nutrition
specialists.
Among its many products, Garden of Life has developed supplements promoting
digestive
health, including Perfect Cleanse™, the top seller in its category in the United
States. Garden of
Life also markets the probiotic supplements Primal Defense®, a top selling
probiotic supplement
in the U.S. healthy foods channel over the last eight years. The company also
distributes a wide
range of Omega 3 supplements, vitamins, antioxidants, and proteins marketed
under the
CODmega®, Oceans 3™, Vitamin Code®, Living Multi®, Fruits of Life™, Goatein®,
fücoTHIN®
and Perfect Food® labels. Garden of Life has also developed food supplements,
including an
entirely organic coconut oil, the third-best selling health cooking oil in
the United States.
Among the fastest-growing U.S. companies in the field of nutritional products
and supplements,
Garden of Life has successfully launched several new products and brands in
the past two
years. The company’s efficient marketing strategy is supported by a direct
sales team of more
than forty sales representatives. The company has over 110 employees, doesn’t
have any
manufacturing facilities and is based in West Palm Beach, FL. Additional information
about
Garden of Life is available on its website atwww.gardenoflife.com.
Conference Call and Webcast
Atrium will hold a conference call and webcast to discuss the acquisition of
Garden of Life on
Monday, September 21, 2009, at 11:00 a.m. Eastern Time. Participants may access
the call by
using the following numbers: North America access number 1-888-231-8191, international
access number 1-647-427-7450. A live webcast is also available via the Company’s
website at
www.atrium-innovations.com in the Investors section. A replay of the webcast
will also be
available on our website for a period of 30 days.
About Atrium Innovations
Atrium Innovations Inc. is a recognized leading developer, manufacturer and marketer of science-based and professionally supported products for the health & nutrition industry. The Company focuses primarily on growing segments of the health and nutrition markets which are benefiting from the trends towards healthy living and the ageing of the population. Atrium markets a broad portfolio of finished products through its highly specialized sales and marketing network in more than 35 countries, primarily in North America and Europe. Atrium has over 900 employees and operates seven manufacturing facilities. Additional information about Atrium is available on its website at www.atrium-innovations.com.
Cautionary note and forward-looking statements
This press release contains certain forward-looking
statements with respect to the Company.
These forward-looking statements, by their nature, necessarily involve risks
and uncertainties
that could cause actual results to differ materially from those contemplated
by these forward-
looking statements. The Company considers the assumptions on which these forward-looking
statements are based to be reasonable, but cautions the reader that these assumptions
regarding future events, many of which are beyond its control, may ultimately
prove to be
incorrect since they are subject to risks and uncertainties that affect the
Company. For
additional information with respect to these and other factors, see the Company’s
quarterly and
annual filings with the Canadian securities commissions. The Company disclaims
any intention
or obligation to update or revise any forward-looking statements, whether as
a result of new
information, future events or otherwise, other than as required by law.
Investor Relations:
Mario Paradis
Vice President and Chief Financial Officer
Tel.: 418 652-1116
mparadis@atrium-innov.com
Media Relations:
Frédéric Tremblay
Tremblay Communications Stratégiques
Tel.: 514 658-8033
tremblayfr@videotron.ca
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