UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
————————————
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): December 18,
2006
————————————
THE
HAIN CELESTIAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
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|
Delaware
|
0-22818
|
22-3240619
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
58
South Service Road, Melville, NY 11747
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (631) 730-2200
Not
Applicable
(Former
name or former address, if changed since last report)
————————————
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
8.01 Other Events
On
December 18, 2006, The Hain Celestial Group, Inc. (“Hain”) announced that it had
signed a definitive agreement to acquire Avalon Natural Products, Inc. Hain’s
press release announcing the agreement is
attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
(99.1)
Press release dated December 18, 2006.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: December
18, 2006
THE
HAIN
CELESTIAL GROUP, INC.
(Registrant)
By:
/s/
Ira
J. Lamel
Name:
Ira J. Lamel
Title:
Executive Vice President and
Chief Financial Officer
Exhibit
99.1
|
Contacts:
|
|
|
Ira
Lamel/Mary Anthes
|
Jeremy
Fielding/David Lilly
|
|
The
Hain Celestial Group, Inc.
|
Kekst
and Company
|
|
631-730-2200
|
212-521-4800
|
THE
HAIN CELESTIAL GROUP AGREES TO
ACQUIRE
AVALON NATURAL PRODUCTS, INC.
FROM
NORTH CASTLE PARTNERS
AVALON
ORGANICS® AND ALBA BOTANICA® BRANDS
TO
EXPAND PERSONAL CARE OFFERINGS
Melville,
NY, December 18, 2006—Building
further on its position in the natural products category, The Hain Celestial
Group, Inc. (NASDAQ: HAIN) today announced that it has reached a definitive
agreement to acquire Avalon Natural Products, Inc., including its Avalon
Organics® and Alba Botanica® natural and organic personal care brands, from
North Castle Partners, L.L.C., a private equity firm, for $120 million in cash.
The transaction is expected to be accretive to Hain Celestial’s earnings during
its 2008 fiscal year. Avalon is a leader in the natural products category in
the
areas of skin care, hair care, bath and body and sun care with its Avalon
Organic Botanicals and Alba Botanica brands with a strong sales presence in
the
natural food channel.
“The
acquisition of the Avalon Organics and Alba Botanica brands will strengthen
Hain
Celestial as one of the leading natural and organic personal care products
companies in a category that is experiencing double-digit growth. With this
acquisition Hain Celestial will have a strong foundation in the personal care
market with sales of $125 million,” said Irwin D. Simon, President and Chief
Executive Officer of The Hain Celestial Group.
In
its
last fiscal year, sales of all Avalon and Alba brands exceeded $40 million.
The
acquisition, which is subject to customary government reviews, is expected
to
close in early 2007.
“We
entered the personal care category two and a half years ago with our acquisition
of JASON®, and followed on with acquisitions of Zia® Natural Skincare and Queen
Helene®. These brands have exceeded our initial expectations and now with the
addition of Avalon and Alba, we are better positioned to create a more
significant platform for continued expansion in this fast-growing category.
We
expect that the combination of these brands will bring meaningful improvements
to our business, including double-digit personal care revenue growth and overall
gross margin and operating income margin
enhancements.
Our transformed personal care unit will be a stronger contributor to our future
success as we move toward achieving our operating goals. We believe that with
the growth in the category and these brands, that after we achieve the synergies
we anticipate, particularly in the supply chain, the EBITDA performance of
the
acquired brands will be in line with our traditional acquisition multiples,”
Irwin Simon continued.
“Additionally,
we are pleased to be joined by Gil Pritchard and Avalon’s seasoned and proven
management team and employees who have made Avalon a success. They bring
complementary strengths to our business from the natural and organic and
personal care products industries,” concluded Irwin Simon.
Avalon’s
management team has been led by Gil Pritchard, who has over 25 years experience,
including positions with nSpired Natural Foods and Barbara’s Bakery as well as
Richardson Vicks. Based in Petaluma, California, Avalon offers a unique
collection of quality personal care products for caring consumers seeking
natural, organic and cruelty-free ingredient alternatives. For more information
about the company, visit www.avalonnaturalproducts.com.
Live
Webcast
Hain
Celestial will host a conference call and live webcast at 4:15 PM Eastern
Standard Time today to review the pending acquisition of Avalon Natural Products
via Hain Celestial’s corporate website, www.hain-celestial.com under Investor
Relations.
The
Hain Celestial Group
The
Hain
Celestial Group (NASDAQ: HAIN), headquartered in Melville, NY, is a leading
natural and organic food and personal care products company in North America
and
Europe. Hain Celestial participates in almost all natural food categories with
well-known brands that include Celestial Seasonings®, Terra Chips®, Garden of
Eatin’®, Health Valley®, WestSoy®, Earth’s Best®, Arrowhead Mills®, DeBoles®,
Hain Pure Foods®, FreeBird™, Hollywood®, Spectrum Naturals®, Spectrum
Essentials®, Walnut Acres Organic™, Imagine Foods™, Rice Dream®, Soy Dream®,
Rosetto®, Ethnic Gourmet™, Yves Veggie Cuisine®, Linda McCartney®, Lima®, Grains
Noirs®, Natumi®, JASON®, Zia® Natural Skincare and Queen Helene®. For more
information, visit www.hain-celestial.com.
North
Castle Partners
Greenwich,
CT-based North Castle Partners is a leading private equity firm focused
exclusively on investments in consumer-driven product and service
businesses
that benefit from “Healthy Living and Aging” trends. For more information, visit
www.northcastlepartners.com.
Safe
Harbor Statement
This
press
release contains forward-looking statements within and constitutes a "Safe
Harbor" statement under the Private Securities Litigation Act of 1995. Except
for the historical information contained herein, the matters discussed in this
press release are forward-looking statements that involve known and unknown
risks and uncertainties, which could cause our actual results to differ
materially from those described in the forward-looking statements. These risks
include but are not limited to general economic and business conditions; the
ability to implement business and acquisition strategies and integrate
acquisitions; competition; retention of key personnel; compliance with
government regulations and other risks detailed from time-to-time in the
Company's reports filed with the Securities and Exchange Commission, including
the report on Form 10-K for the fiscal year ended June 30, 2006. The
forward-looking statements made in this press release are current as of the
date
of this press release, and the Company does not undertake any obligation to
update forward-looking statements.