ConAgra completes sale of Gilroy Foods business

Carlyle Group to buy NBTY for $3.8 Billion

Private-equity firm Carlyle Group has agreed to buy vitamin and nutritional supplements maker NBTY Inc. for $3.8 billion, in what would be the year's largest transaction to take a public company private.

NBTY, based in Ronkonkoma, N.Y., on Long Island, was formerly known as Nature's Bounty and sells products under a variety of brands including Solgar, Rexall and MET-Rx.

Carlyle agreed to buy NBTY for $55.00 a share, a premium of approximately 57% over NBTY's average closing share price during the 30 trading days ended July 14.

Carlyle's purchase of NBTY is among a relatively small number of recent deals to take public companies private. Lately, sales of companies from one buyout shop to another have been more popular.

One reason for the large premium for NBTY is that other private-equity groups expressed a keen interest in the company, including a teamed-up Bain Capital and Blackstone Group; and Apollo Global Management.

There is a go-shop provision in the deal, meaning that the company has about a month to solicit other proposals.

Washington, D.C.-based Carlyle is expected to pay about $1.4 billion in equity to fund the purchase and borrow the rest. The transaction has fully committed financing from Bank of America Merrill Lynch, Barclays Capital and Credit Suisse. BofA Merrill Lynch also advised NBTY on the deal, along with Centerview Partners LLC and law firm Sullivan & Cromwell LLP.

NBTY has roughly $450 million in existing debt on its balance sheet.

NBTY employs 14,000 and had 2009 revenue of $2.6 billion. Roughly 60% of the company's revenue comes from sales of its products to retailers such as Wal-Mart Inc. and Target Corp. NBTY also operates retail stores in several continents, including about 440 Vitamin World stores in the U.S. and 537 Holland & Barrett stores in Europe.

Johnson & Johnson and Micrus Endovascular (San Jose, California), a developer and manufacturer of minimally invasive devices to address hemorrhagic and ischemic stroke, reported a definitive agreement whereby Micrus Endovascular will be acquired in a cash for stock exchange. The value of the transaction as of the anticipated closing date is estimated to be nearly $480 million, based upon Micrus Endovascular's 20.5 million fully diluted shares outstanding.

Under the terms of the agreement, Micrus Endovascular stockholders will receive at closing $23.40 for each outstanding Micrus Endovascular share.

The boards of directors of J&J and Micrus Endovascular have approved the transaction, which is subject to clearance under the Hart-Scott-Rodino Antitrust Improvements Act, similar regulation in other countries, Micrus Endovascular stockholder approval and other customary closing conditions.

Micrus Endovascular will join Codman & Shurtleff (Raynham, Massachusetts), the neuro device business of the DePuy (Raynham, Massachusetts) family of companies within J&J. Codman and Micrus Endovascular offer complementary technologies for treating cerebral aneurysms responsible for hemorrhagic stroke. The Codman neurovascular portfolio includes bare platinum coils, vascular reconstruction devices (VRDs) and access devices. Micrus Endovascular, solely focused on the neurointerventional market, is a leader in enhanced bioactive coils and a pioneer in the development of new technologies to improve the treatment of ischemic stroke and aneurysms.

"The merger represents an important strategic move in the neuro device space for us and a significant step forward in the delivery of technologies for the prevention and treatment of stroke," said Michael Mahoney, company group chairman for DePuy. "Together, Codman and Micrus Endovascular will offer clinicians and their patients a full range of stroke treatments and the potential to impact the condition in ways that could not be realized by either company alone."

Upon closing, the transaction is expected to be breakeven to slightly dilutive to J&J's 2010 earnings per share. The transaction is expected to close in the second half of 2010.

The merger agreement comes as drug and medical device maker Covidien (Dublin, Ireland) moves closer to buying the endovascular device maker ev3 (Plymouth, Minnesota). Covidien said in June it would pay $2.6 billion for the company and recently completed its tender offer for the stock (Medical Device Daily, June 2, 2010) .

In premarket trading, Micrus shares rose 5.1 % to $23.33. Over the past year the stock has traded between $7.80 and $22.50. J&J shares edged lower by 42 cents to $60.12.

Beverage company Cott Corp. has signed an agreement to acquire the privately-held Cliffstar Corp., which a private-label juice company, for $500 million.

Cott said the purchase strengthens its position in private-label beverages. It said in a media release that the acquisition expands its product portfolio and manufacturing capabilities, "enhances our customer offering and growth prospects and improves our strategic platform for the future."

In addition to the $500 million due at signing, Cott said Cliffstar is entitled to $14 million of deferred consideration, which will be paid over a three-year period. Cliffstar is also entitled to additional contingent consideration of up to $55 million, based upon the achievement of certain performance measures and the completion of certain expansion projects in 2010.

Cott said the purchase price is subject to adjustments for working capital and other items and it expects to receive a tax benefit from the acquisition of about $75 million.

Founded in 1970, Cliffstar, which is based in Dunkirk, N.Y., supplies private-label beverages. Cott said it had revenue of $654 million in the last 12 months.

Cott said the purchase price is expected to be funded by a combination of new debt of up to $375 million, new common equity issuance of up to $95 million, and incremental borrowings under Cott's asset-based lending facility of $75 million

Cott said it expects second-quarter revenue to be $426 million, on a stand-alone basis.

The Hain Celestial Group Inc., which makes Celestial Seasonings tea along with other foods and beverages, said Tuesday it acquired 3 Greek Gods LLC, including its Greek Gods brand yogurt.

The Procter & Gamble Co., said it has completed its $470 million acquisition of Ambi Pur, an air freshener business, from Sara Lee Corp.

The deal, first announced in December, complement's P&G's Febreze line of deodorizers. It was subject to regulatory review and work councils consultations in Europe.

Sara Lee, based in Downers Grove, Ill., sold the unit to focus on its main business as a food maker.

P&G, based in Cincinnati, announced the completion of the deal on Monday.

Staples appoints former P&G exec Steven Fund senior vice president of global brand marketing

Metropoulos & Co. Acquires Pabst Brewing Company

Hostess picks Kraft executive as next CEO

Irving-based Hostess Brands Inc., maker of Wonder bread and Twinkies, has named Brian J. Driscoll as its new chief executive officer.

He replaces Craig D. Jung, 57, chief executive since 2007, who is retiring after shepherding the company out of a five-year bankruptcy case in 2009. Driscoll, 51, joins Hostess from Kraft Foods Inc., where he was president of sales, customer service and logistics.

Owned by private equity firm Ripplewood Holdings, Hostess moved to Irving last year after its predecessor company, Kansas City-based Interstate Bakeries Corp., emerged from bankruptcy.

Hostess is now “moving into a new phase of growth … which we believe parallels perfectly with the broad food experience that Brian brings to Hostess,” Chairman John T. Cahill said in a statement Thursday.

Driscoll has 30 years of food and drink experience, including stints as at Nabisco, Nestlé USA, and Procter & Gamble.

Ralcorp is buying pasta, cracker companies

Food maker Ralcorp said Monday it has agreed to buy American Italian Pasta for about $1.2 billion and has acquired two cracker makers.