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 10, 2001
THE HAIN CELESTIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22818 22-3240619
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
50 Charles Lindbergh Boulevard
Uniondale, New York 11553
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 237-6200
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Item 5. Other Events
On December 10, 2001, The Hain Celestial Group, Inc. (the "Company")
announced that it has completed its acquisition of Lima NV, a leading Belgian
manufacturer and marketer of natural and organic foods.
A copy of the press release issued by the Company on December 10, 2001 is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Company previously announced that it had entered into a letter of
intent relating to this transaction, as reported on a Form 8-K filed with the
Securities and Exchange Commission on November 6, 2001.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
99.1 Press release dated December 10, 2001
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.
THE HAIN CELESTIAL GROUP, INC.
Dated: December 12, 2001 By: /s/ Ira Lamel
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Name: Ira Lamel
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Press release dated December 10, 2001
Exhibit 99.1
Contact: Ira Lamel, CFO Jeremy Fielding/Sarah Zitter Milstein
The Hain Celestial Group, Inc. Kekst and Company
516-237-6200 212-521-4800
FOR IMMEDIATE DISTRIBUTION
HAIN CELESTIAL COMPLETES ACQUISITION OF LIMA, EXPANDING
EUROPEAN MANUFACTURING AND DISTRIBUTION PRESENCE
UNIONDALE, NY, Dec. 10 -- The Hain Celestial Group, Inc. (Nasdaq: HAIN), the
leading natural and organic food company, today announced that it has completed
its previously-announced acquisition of Lima NV, the leading Belgian natural and
organic foods manufacturer and marketer. The acquisition further builds upon
Hain Celestial's growing European distribution and manufacturing capabilities,
and provides the Company with a strong platform for the expansion of its
European operations.
Irwin D. Simon, Chairman, President and Chief Executive Officer of The Hain
Celestial Group said, "We are excited by the expanded opportunities we will have
with Lima and its Biomarche operations as part of the Hain Celestial family.
This acquisition is the next critical step in our strategy to accelerate growth
in Europe, a process that began earlier this year with the acquisition of Fruit
Chips. There is an excellent fit between our existing brands and Lima's
products, and we will also benefit from Biomarche's distribution to the fresh
mass-market segment. With Lima we also gain a strong and experienced management
team, and I am pleased to appoint Lima's Chairman, Philippe Woitrin, as Managing
Director of Hain Celestial Europe.
"As we implement our vision to grow Hain Celestial's brands in Europe, I am
delighted that we can fulfill European demand for our products. In particular,
with our new production lines at our new Moonachie plant becoming fully
operational, and the subsequent closure of our Brooklyn facility, we are now in
a position to continue rolling out Terra across Europe, meeting the strong
demand there for this rocket brand," Mr. Simon concluded.
In its current fiscal year, Lima's and Biomarche's combined revenues are
expected to exceed $20 million. The transaction is expected to be accretive in
the first full fiscal year following the acquisition.
About The Hain Celestial Group
The Hain Celestial Group, headquartered in Uniondale, NY, is a natural,
specialty and snack food company. The Company is a leader in 13 of the top 15
natural food categories, with such well-known natural good brands as Celestial
Seasonings(R) teas, Hain Pure Foods(R), Westbrae(R), Westsoy(R), Arrowhead
Mills(R), Health Valley(R), Breadshop's(R), Casbah(R), Garden of Eatin(R), Terra
Chips(R), Yves Veggie Cuisine(R), The Good Dog(R), The Good Slice(R),
DeBoles(R), Earth's Best(R), and Nile Spice. The Company's principal specialty
product lines include Hollywood(R) cooking oils, Estee(R) sugar-free products,
Weight Watchers(R) dry and refrigerated products, Kineret(R) kosher foods,
Boston Better Snacks(R), and Alba Foods(R). The Hain Celestial Group's website
can be found at http://www.hain-celestial.com.
Statements made in this Press Release that are estimates of past or future
performance are based on a number of factors, some of which are outside of the
Company's control. Statements made in this Press Release that state the
intentions, beliefs, expectations or predictions of The Hain Celestial Group and
its management for the future are forward-looking statements. It is important to
note that actual results could differ materially from those projected in such
forward-looking statements. Information concerning factors that could cause
actual results to differ materially from those in forward-looking statements is
contained from time to time in filings of The Hain Celestial Group with the U.S.
Securities and Exchange Commission. Copies of these filings may be obtained by
contacting The Hain Celestial Group or the SEC.