CHARLOTTE, N.C., Jan. 27, 2016 /PRNewswire/
-- Snyder's-Lance, Inc. (NASDAQ: LNCE) announced today that a
meeting date has been set for shareholders to vote on approving the
recently announced acquisition of Diamond Foods, Inc. (NASDAQ:
DMND) ("Diamond Foods" or "Diamond"). This announcement signals
completion of customary reviews of the transaction by the FTC and
SEC. A meeting date of February 26,
2016 is set for the vote of the stockholders of Diamond and
Snyder's-Lance, with full details
regarding time, location and how to vote shares included in the
prospectus/joint proxy statement included in the company's S-4
filing which is available online and is being mailed to all
stockholders of Snyder's-Lance and
Diamond. Closing is expected to occur shortly
thereafter. The Company reaffirmed estimated annualized
synergies from cost savings of $75
million, with approximately $10
million to be re-invested in the company's growth
plans. In addition, revenue synergies are expected to be a
good source of growth in the future.
The Company also announced today that preliminary
unaudited net sales for the full year are estimated to be
$1.66 billion, an increase of 4%
compared to prior year when adjusted for the 53rd week
in 2014, which accounted for approximately $30 million in net revenue. Fourth quarter
2015 unaudited net revenue is anticipated to be lower than expected
given several factors which contributed to estimated net sales of
$406 million vs. approximately
$430 million, the lower end of the
company's guidance. The lower net revenue is expected
to result in earnings per share for full year 2015 of $1.00 to $1.02, excluding special items, on a
fully diluted basis. For full year 2015, GAAP earnings per share,
which include special items, is expected to be $0.70 to $0.72 on a fully diluted basis. Special
items for 2015 primarily include asset impairments related to
restructuring, Diamond-related transaction expenses and certain
litigation-related fees and expected settlements.
Despite challenges of the most recent quarter and a tougher
retailing environment across the industry, Snyder's-Lance delivered a number of positive
results for full year 2015, including;
- Top line growth of around 4% for the full year 2015 when
adjusted for the 53rd week in 2014, driven by core
brands growth of over 6.5%
- Expanded operating margins for the full year, accelerating in
the fourth quarter to an estimated 200 bps improvement over prior
year
- The launch of a company wide "Drive For 10" cost savings
initiative, which along with other cost focused efforts helped to
drive improved Q4 margins, and will continue into 2016
- All five core brands (Snyder's
of Hanover®, Lance®, Cape Cod®, Snack Factory® Pretzel Crisps® and
Late July®) gained market share for the year
"We remain positive on our prospects for 2016 and beyond,"
said Carl E. Lee, Jr., President and Chief Executive Officer
of Snyder's-Lance. "We have identified the events that
pressured our top line in Q4, including contract manufacturing and
some branded sales losses resulting from a heavy storm and extended
power outage at one of our largest bakeries. We saw larger than
expected revenue declines related to strategic changes in a large
customer which impacted space, displays and store inventory levels
for some of our branded products. While we are experiencing
an overall tougher retailing environment, the issues related to the
bakery shutdown are completely resolved and we continue to push for
ways of developing new revenue opportunities with our largest
customers."
Mr. Lee went on to say, "In 2016, we are focused on both top
line sales and driving efficiency through our 'Drive for 10' cost
savings initiative. We continue to deliver on our strategy of being
a premium snack company focused on delivering consumer needs and
are actively planning for integration of the Diamond Foods
business. We are confident in our ability to drive cost
synergies through the combination of our two businesses and expect
to achieve our estimated annualized target of $75 million. We believe top-line synergies
will be a good source of growth for the combined company as we
achieve greater operating scale and broaden our geographic
reach."
For Snyder's-Lance, not
including any benefits from the acquisition of Diamond Foods, 2016
net revenue growth is expected to be between 2% - 4%. As we
continue to expect headwinds with a major customer, we are
adjusting our estimates for EPS, excluding special items, to
$1.24 to $1.32 for 2016.
Capital expenditures are projected to be $50 - $55 million for the full year.
The preliminary, unaudited results excluding special items
contained in this press release are based on management's initial
review of operations for the quarter and year ended January 2, 2016 and remain subject to completion
of the Company's customary annual closing and independent audit.
Final adjustments and other material developments may arise between
the date of this press release and the date Snyder's-Lance announces fourth quarter
results and the filing of the Company's Annual Report on Form 10-K
with the SEC. The Company plans to have a follow up analyst
call after the final results have been audited.
Conference Call to Discuss This Press Release
Management will host a conference call to discuss preliminary
full year 2015 results as well as the recently announced
transaction with Diamond Foods, scheduled to begin at 6:00pm eastern time on January 27, 2016. The conference call and
accompanying slide presentation will be webcast live through the
Investor Relations section of Snyder's-Lance website,
www.snyderslance.com. To participate in the conference call,
the dial-in number is (844) 830-1960 for U.S. callers or (315)
625-6883 for international callers. The conference ID is
41010670. A continuous telephone replay of the call will be
available between 9:30pm on
January 27 and 9:30pm on February 3. The replay telephone
number is (855) 859-2056 for U.S. callers or (404) 537-3406 for
international callers. The replay access code is
41010670. Investors may also access a web-based replay of the
conference call at www.snyderslance.com.
About Snyder's-Lance,
Inc.
Snyder's-Lance, Inc.,
headquartered in Charlotte, NC,
manufactures and markets snack foods throughout the United States and internationally.
Snyder's-Lance's products include
pretzels, sandwich crackers, pretzel crackers, potato chips,
cookies, tortilla chips, restaurant style crackers, nuts and other
snacks. Snyder's-Lance has
manufacturing facilities in North
Carolina, Pennsylvania,
Indiana, Georgia, Arizona, Massachusetts, Florida, Ohio
and Wisconsin. Products are sold
under the Snyder's of Hanover®,
Lance®, Cape Cod®, Snack Factory® Pretzel Crisps®, Late July®,
Krunchers!®, Tom's®, Archway®, Jays®, Stella D'oro®, Eatsmart™,
O-Ke-Doke®, and other brand names along with a number of third
party brands. Products are distributed nationally through grocery
and mass merchandisers, convenience stores, club stores, food
service outlets and other channels. For more information, visit the
Company's corporate web site: www.snyderslance.com.
Cautionary Information about Forward Looking
Statements
This news release contains statements which may
be forward looking within the meaning of applicable securities
laws. The statements include the expected completion of the
acquisition of Diamond Foods, Inc., the time frame in which the
acquisition will occur, and the expected benefits
to Snyder's-Lance from completing the acquisition. The
statements are subject to a number of risks and uncertainties.
Factors that could cause actual results to differ include, among
other things, the possibility that stockholder approval may not be
obtained or that other conditions to the closing of the
merger may not be satisfied, the potential impact on the business
of Snyder's-Lance or Diamond Foods
due to the announcement of the transaction, the occurrence of any
event, change or other circumstances that could give rise to the
termination of the definitive agreement, difficulties with the
successful integration and realization of the anticipated benefits
or synergies from the proposed acquisition, the ability
of Snyder's-Lance to achieve its strategic initiatives,
and general economic conditions. Therefore, actual results may
differ materially and adversely from those expressed in any
forward-looking statements. In addition, actual results are subject
to other risks and uncertainties that relate more broadly to
Snyder's-Lance or Diamond Foods'
overall business, including those more fully described in
Snyder's-Lance's filings with the
SEC including its annual report on Form 10-K for the fiscal year
ended January 3, 2015, and its most
recent quarterly report filed on Form 10-Q for the quarter year
ended October 3, 2015, and those more
fully described in Diamond Foods' filings with the SEC, including
its annual report on Form 10-K for the fiscal year ended
July 31, 2015, as amended, and its
most recent quarterly report filed on Form 10-Q for the quarter
ended September 30, 2015. Except as
required by law, Snyder's-Lance undertakes no obligation
to update or revise publicly any forward-looking statement as a
result of new information, future developments or otherwise.
This news release also includes projections regarding future
revenues, earnings and other results which are based
upon Snyder's-Lance's current expectations and
assumptions, which are subject to a number of risks and
uncertainties. Factors that could cause actual results to
differ include general economic conditions; volatility in the price
or availability of inputs, including raw materials, packaging,
energy and labor; price competition and industry consolidation;
changes in our top retail customer relationships; failure to
successfully integrate acquisitions; loss of key personnel; failure
to execute and accomplish our strategy; concerns with the safety
and quality of certain food products or ingredients; adulterated,
misbranded or mislabeled products or product recalls; disruption of
our supply chain or information technology systems; improper use of
social media; changes in consumer preferences and tastes or
inability to innovate or market our products effectively; reliance
on distribution through a significant number of independent
business owners; protection of our trademarks and other
intellectual property rights; impairment in the carrying value of
goodwill or other intangible assets; new regulations or
legislation; interest and foreign currency exchange rate volatility
and that the interests of a few individuals who control a
significant portion of our outstanding shares of common stock may
conflict with those of other stockholders, which have been
discussed in greater detail in the most recent Form 10-K and other
reports filed by Snyder's- Lance
with the Securities and Exchange Commission.
Additional Information and Where to Find it
In connection with the proposed transaction between Diamond
Foods, Inc. ("Diamond Foods") and Snyder's-Lance, Inc. ("Snyder's-Lance"), Snyder's-Lance has filed with the
Securities and Exchange Commission (the "SEC") a registration
statement on Form S-4 that includes a proxy statement of
Diamond Foods that also constitutes a proxy statement/prospectus of
Snyder's-Lance. We intend to
mail the final proxy statement/prospectus to all stockholders of
both Diamond Foods and Snyder's
Lance upon completion. The registration statement and the
proxy statement/prospectus contain important information about
Snyder's-Lance and Diamond Foods,
the transaction and related matters. STOCKHOLDERS OF DIAMOND
FOODS AND SNYDER'S-LANCE ARE URGED
TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING the
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain the documents
free of charge at the SEC's web site, http://www.sec.gov. Documents
will also be available for free from Diamond Foods at
www.diamondfoods.com and from Snyder's-Lance's at www.snyderslance.com.
Diamond Foods, Snyder's-Lance
and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies with respect of
the proposed transaction. Information about the directors and
executive officers of Diamond Foods, including their respective
holding of securities of Diamond Foods, is set forth in the
registration statement on Form S-4 or in the Diamond Foods
Amendment No. 1 to the Annual Report or 10-K that was filed with
the SEC on November 24, 2015.
Information about the directors and executive officers of
Snyder's-Lance is set forth in the
proxy statement for Snyder's-Lance's 2015 Annual Meeting of
Stockholders, which was filed with the SEC on April 1, 2015 and its Current Report on Form 8-K
filed with the SEC on October 1,
2015. Investors may obtain additional information regarding
the interest of such participants by reading the definitive joint
proxy statement/prospectus regarding the transaction when it
becomes available. These documents can be obtained free of charge
from the sources indicated above.
Logo
- http://photos.prnewswire.com/prnh/20150410/197788LOGO
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/snyders-lance-announces-meeting-date-for-shareholder-vote-and-preliminary-full-year-2015-results-300210867.html
SOURCE Snyder's-Lance, Inc.