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): January 11,
2007
————————————
THE
HAIN CELESTIAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
————————————
|
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
2.01 Acquisition or Disposition of Assets.
On
January
11, 2007, The Hain Celestial Group, Inc., a Delaware corporation (“Hain”),
acquired the stock of Avalon Holding Corporation, a Delaware corporation
(“Avalon”),
through a merger (the “Merger”)
of a
newly formed wholly owned subsidiary of Hain with and into Avalon, under the
terms of the previously-announced Agreement and Plan of Merger, dated December
17, 2006, between Hain, Avalon and the other parties thereto.
Consideration
paid by Hain was approximately $120 million in cash. Hain funded the Merger
consideration through borrowings under its existing credit facility and cash
on
hand.
Hain’s
press release regarding consummation of the Merger 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 of Hain dated January 11, 2007.
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: January
11, 2007
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 COMPLETES THE ACQUISITION OF
AVALON
NATURAL PRODUCTS, INC.
AVALON
ORGANICS® AND ALBA BOTANICA® BRANDS
EXPAND
PERSONAL CARE OFFERINGS
Melville,
NY, January 11, 2007—The
Hain
Celestial Group, Inc. (NASDAQ: HAIN) today announced that it has completed
its
acquisition of Avalon Natural Products, Inc., including its Avalon Organics® and
Alba Botanica® natural and organic personal care brands, from North Castle
Partners, a private equity firm. 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.
“Over
the
past two years, personal care has become a rapidly growing contributor to our
business in terms of sales and profit contribution,” said Irwin D. Simon,
President and Chief Executive Officer of The Hain Celestial Group. “The Avalon
Organics and Alba Botanica brands provide us with a strong, well-rounded
personal care portfolio that helps solidify our leadership position in the
natural and organic personal care category. In addition, we are pleased to
be
joined by Gil Pritchard and his team, whose experience and relationships will
deepen our focus on this growth category,” concluded Irwin Simon.
Hain
Celestial has built a substantial presence in personal care with its JASON®,
Zia® Natural Skincare and Queen Helene® brands to complement its leading
position in natural and organic foods. Hain Celestial is committed to creating
and promoting A Health Way of Life™.
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, Avalon Organics®, Alba Botanica® and Queen Helene®. For more
information, visit www.hain-celestial.com.
About
North Castle Partners
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.