Lassonde Industries Inc. announces agreement to acquire U.S.-based Summer Garden Food Manufacturing

Transaction will strengthen Lassonde's position in the specialty food segment

Conference Call to Discuss Acquisition:
OPEN TO:	Investors, analysts, and all interested parties
DATE:	Friday, June 21, 2024
TIME:	8:30 a.m. ET
CALL:	1-844-763-8274 (for North American participants);
	1-647-484-8814 (for international participants)

A live audio broadcast of the conference call will be available on the Corporation's website, on the Investors page or here: https://www.gowebcasting.com/13363. A replay of the webcast will remain available at the same link until midnight, June 28, 2024.

ROUGEMONT, QC, June 21, 2024 /CNW/ - Lassonde Industries Inc. (TSX: LAS.A) ("Lassonde" or the "Corporation") has entered into a definitive agreement, through one of its U.S. subsidiaries, with Mr. Thomas Zidian and members of his family to acquire The Zidian Group, which operates Summer Garden Food Manufacturing ("Summer Garden"), a U.S.-based manufacturer and distributor of specialty food, for a consideration of US$235.0 million, payable at closing. By way of additional consideration, a further amount of up to US$45.0 million may be payable over the next three years, should certain financial targets be achieved and other conditions met.

Located in Boardman, Ohio, and employing approximately 200 people, Summer Garden develops, manufactures and markets a wide range of premium sauces and condiments, including tomato and cream-based pasta sauces, BBQ sauces, dipping sauces and dressings. Its portfolio consists of approximately 250 products sold through more than 20,000 locations under the Gia Russa and Little Italy in the Bronx brands and under the G Hughes brand, a leader in the U.S. sugar-free BBQ sauce segment. Summer Garden also acts as a co-packer for well-known brands.

"The acquisition of Summer Garden supports our ambition to become a more diversified North American food and beverage company," said Nathalie Lassonde, Chief Executive Officer and Vice-Chair of the Board of Directors of Lassonde Industries Inc. "Growing our specialty food activities is one of Lassonde's key strategic objectives and we are happy to have found the right company to help us achieve this objective. Our culture and values align with those of Summer Garden, which is also a multi-generational family business, with an entrepreneurial spirit and strong commitment to its employees, customers, consumers and the communities in which it operates. We are looking forward to closing the transaction and welcoming new talented employees to the Lassonde organization."

Transaction Details

• For the 12-month period ending in May 2024, Summer Garden generated sales of US$148.0 million and adjusted EBITDA¹ of approximately US$27.9 million;
• The purchase price is US$235.0 million payable in cash at closing, on a cash-free debt-free basis and is subject to customary balance sheet adjustments and other related adjustments;
• An amount of up to US$45.0 million may be payable in various instalments over the next three years, should certain financial targets be achieved and other conditions met;
• The transaction structure will allow the Corporation to generate a benefit amounting to approximately US$30.0 million, on a net present value basis, related to the tax deductibility of this investment;
• The transaction is expected to be accretive to margins and earnings before synergy considerations. The acquisition's internal rate of return is expected to be higher than the Corporation's weighted average cost of capital;
• The transaction is not subject to a financing condition and will be financed through the Corporation's available credit facilities;
• Pro forma net debt to adjusted EBITDA¹ ratio at closing is expected to be under 2.20:1, leaving sufficient headroom to continue the deployment of the Corporation's strategy;
• The transaction is subject to regulatory clearance and other closing conditions specified in the acquisition agreement and is expected to close within 30 to 45 days.

"We are excited with the expansion of our specialty food activities by adding a product portfolio, and capabilities that delivers an immediate path to growth at attractive and accretive margins," added Vince Timpano, President and Chief Operating Officer, Lassonde Industries Inc. "It marks another important step in the execution of our long-term strategy and moves us closer to achieving our objective of $3 billion in sales with further margin improvement. Through brands that hold growth potential in their categories, Summer Garden expands our core offering in pasta sauces and extends our reach into new adjacencies. We are also integrating high-quality assets into our network, including additional retort capabilities, to position ourselves as the manufacturer of choice for our customers. Finally, with cash flow generation to support future expansion, we view this transaction as the creation of a new growth platform for Lassonde."

"This partnership ensures our legacy will continue to thrive," said Thomas Zidian, President and Chief Executive Officer of Summer Garden. "We are confident it will benefit our customers through enhanced products and will offer our employees new opportunities for development and advancement. We also believe the values which have guided the Zidian family business from the start will continue to be the guiding principles under the stewardship of Lassonde Industries, Inc."

Canaccord Genuity / CG Sawaya Partners served as exclusive financial advisor to Lassonde and Brown Gibbons Lang & Company served as exclusive financial advisor to The Zidian Group.

Financial Measures Not in Accordance With IFRS

The financial measures or ratios, further described below, do not constitute standardized financial measures or ratios in accordance with the financial reporting framework used to prepare the Corporation's financial statements. These non-IFRS measures should not be considered in isolation or as a substitute for financial measures prepared in accordance with IFRS. Comparing them to similar financial measures or ratios presented by other issuers may not be possible.

EBITDA and Adjusted EBITDA

EBITDA is a financial measure used by the Corporation and investors to assess the Corporation's capacity to generate future cash flows from operating activities and pay financial expenses. Adjusted EBITDA is a financial measure used by the Corporation to compare EBITDA between periods by excluding items impacting comparability. EBITDA consists of the sum of operating profit and of the "depreciation of property, plant and equipment and amortization of intangible assets" item and "(Gains) losses on capital assets" item, as shown in the Consolidated Statement of Cash Flows. Adjusted EBITDA is calculated by adjusting the EBITDA with items considered by management as impacting the comparability between periods.

Net Debt to Adjusted EBITDA

Net debt to adjusted EBITDA is a financial measure used by the Corporation to assess its ability to pay off existing debt and define available borrowing capacity. To calculate the net debt to adjusted EBITDA ratio, net debt is divided by the sum of adjusted EBITDA from the last four quarters. Net debt represents long-term debt, including the current portion, less the "Cash and cash equivalents" item, as they are presented in the Corporation's Consolidated Statement of Financial Position.

About Summer Garden

Based in Boardman, Ohio, Summer Garden operates out of a 10-acre campus consisting of a Green LEED certified manufacturing facility with research & development and production capabilities, including high-acid and low-acid (retort) manufacturing capabilities. Summer Garden is an owned subsidiary of The Zidian Group, a family-owned, manufacturer, marketer, and distributor of premium sauces, including BBQ sauces and pasta sauces, as well as dipping sauces, marinades, dressings, and other shelf-stable products. The business' owned brands include the leading sugar-free BBQ sauce brand, G Hughes, as well as the Gia Russa and Little Italy in the Bronx brands. It is also a recognized and trusted co-packer for well-known and growing brands.

About Lassonde

Lassonde Industries Inc. is a leader in the food and beverages industry in North America. The Corporation develops, manufactures, and markets a wide range of private label and national brand products, including ready-to-drink beverages, fruit-based snacks as well as frozen juice concentrates. It is also a leading producer of cranberry sauces and specialty food products such as pasta sauces, soups and fondue broths and sauces. The Corporation also produces, imports and markets selected wines from several countries of origin and produces and markets apple cider and cider-based drinks.

The Corporation is active in two market segments:

• Retail sales consist of sales to food retailers and wholesalers such as supermarket chains, independent grocers, superstores, warehouse clubs, major pharmacy chains; and
• Food service sales consist of sales to restaurants, hotels, hospitals, schools, and wholesalers serving these institutions.

The Corporation operates 18 plants located in Canada and the United States and produces its superior quality products through the expertise of over 2,700 full-time equivalent employees. To learn more, visit www.lassonde.com.

Caution Concerning Forward-Looking Statements

This document contains "forward-looking information" and the Corporation's oral and written public communications that do not constitute historical fact may be deemed to be "forward-looking information" within the meaning of applicable Canadian securities law. These forward-looking statements include, but are not limited to, statements on the Corporation's objectives and goals and are based on current expectations, projections, beliefs, judgments, and assumptions based on information available at the time the applicable forward-looking statement was made and considering the Corporation's experience combined with its perception of historical trends.

Forward-looking statements are typically identified by words such as "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "could", "would", "believe", "plan", "intend", "design", "target", "objective", "strategy", "likely", "potential", "outlook", "aim", "goal", and similar expressions suggesting future events or future performance in addition to the negative forms of these terms or any variations thereof. All statements other than statements of historical fact included in this document may constitute a forward-looking statement.

Various factors or assumptions are applied by the Corporation in elaborating the forward–looking statements. These factors and assumptions are based on information currently available to the Corporation, including information obtained by the Corporation from third parties. Readers are cautioned that the assumptions considered by the Corporation to support these forward-looking statements may prove to be incorrect in whole or in part.

The significant factors that could cause actual results to differ materially from the conclusions, forecasts or projections reflected in the forward-looking statements contained herein include, among other things, risks associated with the following: deterioration of general macroeconomic conditions, including international conflicts, which can lead to negative impacts on the Corporation's suppliers, customers, and operating costs; the availability of raw materials and packaging and related price variations (including the prices of orange juice and orange concentrates, key commodities for the Corporation, which have continued to trade above historical highs for the past several months and show no sign of favourable change); loss of key suppliers or supplier concentration; disruptions in or failures of the Corporation's information technology systems, as well as the development and performance of technology; cyber threats and other information-technology-related risks leading to business disruptions, confidentiality, data integrity, and business email compromise-related fraud; the successful deployment of the Corporation's multi-year strategy  (defined in Section 4 - "Multi-Year Strategy" of the Corporation's MD&A for the first quarter ended March 30, 2024); the Corporation's ability to maintain strong sourcing and manufacturing platforms and efficient distribution channels; fluctuations in the prices of inbound and outbound freight, the impact of oil prices (and derivatives thereof) on the Corporation's direct and indirect costs along with the Corporation's ability to transfer those increases through higher prices or other means, if any, to its customers in competitive market conditions and considering demand elasticity; climate change and disasters causing higher operating costs and capital expenditures and reduced production output, or impacting the availability, quality or price volatility of key commodities sourced by the Corporation; the scarcity of labour and the related impact on the hiring, training, developing, retaining and reliance of personnel together with their productivity, employment matters, compliance with employment laws across multiple jurisdictions, and the potential for work stoppages due to non-renewal of collective bargaining agreements or other reasons; the successful deployment of the Corporation's health and safety programs in compliance with applicable laws and regulations; serious injuries or fatalities, which could have a material impact on the Corporation's business continuity and reputation and lead to compliance-related costs; disputes with significant suppliers; the increasing concentration of customers in the food industry, providing them with significant bargaining power particularly on the Corporation's selling prices; the implementation, cost and impact of environmental sustainability initiatives as well as the cost of remediating environmental liabilities; changes made to laws and rules that affect the Corporation's activities, particularly in matters of tax and customs duties, as well as the interpretation thereof, and new positions adopted by relevant authorities; the ability to adapt to changes and developments affecting the Corporation's industry, including customer preferences, tastes, and buying patterns, market conditions and the activities of competitors and customers; failure to maintain the quality and safety of the Corporation's products, which could result in product recalls and product liability claims for misbranded, adulterated, contaminated, or spoiled food products, along with reputational damage; risks related to fluctuations in interest rates, currency exchange rates, liquidity and credit, stock price and pension obligations; the incurrence of restructuring, disposal, or other related charges together with the recognition of impairment charges on goodwill or long-lived assets; the sufficiency of insurance coverage; and the implications and outcome of potential legal actions, litigation or regulatory proceedings to which the Corporation may be a party. The Corporation cautions readers that the foregoing list of factors is not exhaustive.

The Corporation's ability to achieve its sustainability targets and goals is further subject to, among other factors, its ability to access and implement all technology necessary to achieve them as well as the development, deployment and performance of technology and environmental regulation. The Corporation's ability to achieve its environmental, social and governance risk commitments is further subject to, among other factors, its ability to leverage its supplier relationships.

The assumptions, expectations, and estimates involved in preparing forward-looking statements and risks and uncertainties that could cause actual results to differ materially from forward-looking statements are discussed in the Corporation's materials filed with the Canadian securities regulatory authorities from time to time, including information about risk factors that can be found in Section 19 - "Uncertainties and Principal Risk Factors" of the Corporation's MD&A for the year ended December 31, 2023. Readers should review this section in detail.

All forward-looking statements included herein speak only as of the date hereof. Unless required by law, the Corporation does not undertake any obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events, or otherwise. All forward-looking statements contained herein are wholly and expressly qualified by this cautionary statement.

^1

This measure does not constitute a standardized financial measure in accordance with the financial reporting framework used to prepare the Corporation's financial statements. Comparing it to a similar financial measure presented by other issuers may not be possible. Refer to Section "Financial Measures Not in Accordance with IFRS" of this press release for more information, including the definition and composition of the measure or ratio as well as the reconciliation to the most comparable measure in the financial statements, as applicable.

SOURCE Industries Lassonde inc.

Information: Investor contact, Eric Gemme, Chief Financial Officer, Lassonde Industries Inc., 450-469-4926, extension 10456, [email protected]; Media contact, Isabelle Nadeau, Lassonde Industries Inc., 450-469-4926, extension 10167, [email protected]