Del Monte Foods to Sell Starkist Seafood to Dongwon
Announcement Highlights
-- Del Monte enters into an agreement to sell its seafood
business, including StarKist, to Dongwon Enterprise for -$363
million, subject to a working capital adjustment
-- Sale price represents a multiple of approximately 6 - 7 times
the average of the trailing three-year contributed EBITDA of
the seafood business
-- Divestiture expected to improve overall margin structure,
reduce earnings volatility, and enable Del Monte to focus
resources on faster growing, value-added, and higher margin
businesses
-- Divestiture expected to be -$0.03 dilutive to Del Monte's
original F09 earnings per share from continuing operations
guidance of $0.58-$0.62
-- Company now expects F09 EPS from continuing operations
guidance to be toward the lower end of its $0.58-$0.62
guidance range
-- Transaction expected to also result in a net after-tax book
gain of -$0.15 per share related to discontinued operations
-- Transaction expected to generate net after-tax cash proceeds
of -$300 million
-- Proceeds will be applied toward debt reduction to deleverage
the balance sheet, reducing projected year-end fiscal 2009
Debt/EBITDA to -3.6x from -4.0x
SAN FRANCISCO--(Business Wire)--
Del Monte Foods Company (NYSE: DLM) ("Del Monte") announced today
that Del Monte Corporation, its wholly-owned subsidiary, has entered
into an agreement to sell its seafood business, including StarKist, to
Dongwon Enterprise Co., Ltd. ("Dongwon Enterprise"); Dongwon F&B Co.,
Ltd. ("Dongwon F&B"); and Dongwon Industries Co., Ltd. ("Dongwon
Industries", and collectively with Dongwon Enterprise and Dongwon F&B,
"Dongwon") for $363 million, subject to a working capital adjustment.
"The divestiture of our seafood business, including StarKist, is a
significant step in the realignment of our portfolio toward higher
margin, higher growth businesses," stated Rick Wolford, Chairman and
Chief Executive Officer. "This divestiture will immediately help
improve our margin structure, eliminate a source of earnings
volatility and reduce our debt leverage. Importantly, this step is
also consistent with our recently announced sharpened strategy
targeted to accelerate growth by investing in faster growing,
value-added, higher margin branded businesses, supported by our recent
marketing-centric organizational realignment. Combined, these factors
are expected to position Del Monte for improved earnings performance
and sustained growth."
Wolford continued, "Given the unique dynamics of our seafood
business, including its heavy dependence on a single input cost and
participation in a comparatively lower growth category, StarKist was
no longer an ideal fit for Del Monte, given our sharpened strategic
focus going forward. That said, StarKist is clearly an extraordinary
business with very strong brand recognition and a loyal consumer base
which make it an attractive asset for Dongwon. We believe the work the
StarKist team did to improve marketplace performance, including
innovation accomplishments, provides a strong foundation for Dongwon
to build upon. In sum, we believe that StarKist seafood will thrive
with Dongwon, which is strategically focused on leveraging the seafood
business model and StarKist's inherent capabilities."
"We believe that the acquisition of StarKist seafood will help
Dongwon establish a strong foothold and penetration in the U.S. market
as we look to drive Dongwon's initiatives for globalization," said
Ingu Park, Vice-Chairman of Dongwon Enterprise. "We also believe that
StarKist seafood will broaden Dongwon's distribution network and
capabilities while fortifying Dongwon's presence as a leading provider
of marine products in the global market. We believe that StarKist is
highly complementary to our existing portfolio and to our long history
of operating in the seafood business. We look forward to leveraging
the skills and knowledge of the talented StarKist team and building
upon the great business they have created."
The divestiture includes the sale of Del Monte's manufacturing
capabilities in American Samoa; Manta, Ecuador; and certain
manufacturing assets associated with StarKist seafood located in
Terminal Island, California and Guayaquil, Ecuador. Upon closing, all
of Del Monte's direct plant employees related to the seafood business
and approximately 34 other salaried positions are expected to join
Dongwon. Under the terms of the agreement, upon closing, Del Monte
will enter into a two year Operating Services Agreement with Dongwon
where Del Monte will provide operational services, such as
warehousing, distribution, transportation, sales, IT, and
administration, for Dongwon.
In fiscal 2008, the seafood business generated approximately $560
million of net sales and contributed approximately $0.12 (excludes
impact from G&A overhead which will remain with Del Monte after the
transaction) to earnings per share on a stand-alone basis.
-0-
*T
Del Monte Foods Estimated Fiscal 2008 GAAP Financial Results(1)
Continuing Operations (excludes StarKist Seafood)
($ in millions)
Q1 F08 Q2 F08 Q3 F08 Q4 F08 F08(2)
----------------------------------------------------------------------
Net Sales $627 $808 $869 $876 $3,180
----------------------------------------------------------------------
Operating Income 36 76 110 97 319
----------------------------------------------------------------------
Income from Continuing Operations (3) 22 46 43 108
----------------------------------------------------------------------
EPS from Continuing Operations ($0.01) $0.11 $0.21 $0.23 $0.54
----------------------------------------------------------------------
*T
(1) Numbers are an approximation and are subject to change pending
close of the transaction.
(2) Numbers may not sum due to rounding.
In fiscal 2009, the divestiture currently is expected to be
approximately $0.03 dilutive to Del Monte's original earnings per
share from continuing operations guidance. The expected forgone shared
overhead coverage of the seafood business (which will occur as a
result of the divestiture) and the expected higher ongoing tax rate
are anticipated to be partially offset by the expected income from the
Operating Services Agreement and the expected reduction of interest
expense.
In fiscal 2010, the transaction is expected to be essentially
neutral to Del Monte's EPS from continuing operations. Once the
Operating Services Agreement is completed in early fiscal 2011, the
Company anticipates that the forgone shared overhead coverage of the
seafood business as a result of the divestiture will be largely
mitigated by a combination of continued net sales growth as well as by
disciplined cost management.
-0-
*T
Estimated F09 Impact from the Sale of the Seafood Business
(EPS from Continuing Operations)
F09
Estimated
Impact
F09 EPS from Continuing Operations Guidance (6/5/08) $0.58-$0.62
F09 portion of 2 Year Operating Services Agreement(1) -$0.05
Reduction of interest expense -$0.03
G&A costs retained by Del Monte(2) -$(0.09)
Tax Rate Impact(3) -$(0.02)
-----------
F09 EPS from Continuing Operations Guidance (6/25/08) $0.58-$0.62
(lower end)
*T
(1.) Reflects the expected impact of two-year Operating Services
Agreement between Del Monte and Dongwon for post-closing portion of
fiscal 2009
(2.) Reflects anticipated Company general and administrative costs
which are part of Del Monte Foods' ongoing operations
(3.) Reflects expected impact from the anticipated increase in
Company tax rate, as a result of no longer owning operations in
Ecuador and American Samoa
In addition, discontinued operations from the seafood business is
expected to contribute approximately $0.13 to Del Monte's As Reported
EPS in fiscal 2009, reflecting an expected approximate $0.15 after-tax
gain on the sale of the seafood business partially offset by $0.02 of
expected loss from the seafood business for the pre-closing portion of
the fiscal 2009 year.
The sale price represents a multiple of approximately 6 to 7 times
the average of the trailing three-year contributed EBITDA of the
seafood business. The transaction is expected to generate net
after-tax cash proceeds of approximately $300 million, which will be
applied toward debt reduction, in accordance with the Company's Credit
Agreement dated as of February 8, 2005, as amended through April 25,
2008. The Company's projected Debt to EBITDA ratio for year-end fiscal
2009 is expected to improve to approximately 3.6x from approximately
4.0x due to the deleveraging impact of this transaction.
The Company will provide further details, including updating
fiscal 2009 net sales and margin guidance, at its 2008 Analyst and
Investor Day, which will be held in New York on July 8, 2008.
The divestiture of the seafood business, which is subject to
regulatory approval, is expected to be completed during the Company's
second quarter of fiscal year 2009. Merrill Lynch & Co. is acting as
financial advisor to Del Monte Corporation for the sale of the seafood
business.
About Del Monte Foods
Del Monte Foods is one of the country's largest and most well
known producers, distributors and marketers of premium quality,
branded food and pet products for the U.S. retail market, generating
more than $3.7 billion in net sales in fiscal 2008. With a powerful
portfolio of brands including Del Monte(R), StarKist(R), S&W(R),
Contadina(R), College Inn(R), Meow Mix(R), Kibbles 'n Bits(R),
9Lives(R), Milk-Bone(R), Pup-Peroni(R), Meaty Bone(R), Snausages(R)
and Pounce(R), Del Monte products are found in nine out of ten U.S.
households. The Company also produces, distributes and markets private
label food and pet products. For more information on Del Monte Foods
Company (NYSE: DLM) visit the Company's website at www.delmonte.com.
Del Monte. Nourishing Families. Enriching Lives. Every Day.(TM)
About Dongwon
Dongwon Enterprise is a holding company and indirectly owns
majority stakes in 17 affiliates. More information about Dongwon
Enterprise is available at www.dwep.co.kr.
Dongwon Industries mainly engages in fishery business and has 28%
of market share in Korea among fish suppliers. More information about
Dongwon Industries is available at www.dwml.co.kr.
Dongwon F&B is a leading food and beverage manufacturing company
of which one of the main products is canned tuna. It is a dominant
player in the Korean tuna market, with market share of 75%. More
information about Dongwon F&B is available at www.dw.co.kr.
Forward-Looking Statements
This press release contains forward-looking statements conveying
management's expectations as to the future based on plans, estimates
and projections at the time the Company makes the statements.
Forward-looking statements involve inherent risks and uncertainties
and the Company cautions you that a number of important factors could
cause actual results to differ materially from those contained in any
such forward-looking statement. The forward-looking statements
contained in this press release include statements related to: the
planned sale of the Company's seafood business and timing thereof; the
expected sale price, which is subject to a working capital adjustment;
the expected impact of the planned sale; the expected proceeds from
such sale and the expected use and impact thereof; the planned
operating services to be provided to the buyer after closing, the
impact thereof, and the timing of receipt of income therefrom; the
expected impact on the Company's tax rate; expected future G&A costs;
the expected impact of the planned sale on the Company's fiscal 2009
results (including EPS and leverage), fiscal 2010 results, and fiscal
2011 results; expected results from discontinued operations, including
the expected after-tax gain on the sale; expected net sales growth;
disciplined cost management; planned investments and the impact of
those investments; and future growth, financial operating results and
related matters.
Factors that could cause actual results to differ materially from
those described in this press release include, among others: failure
to obtain regulatory approvals or satisfy other conditions necessary
to consummate the planned sale of the Company's seafood business on a
timely basis, if at all; and other issues affecting the expected
closing or consequences of the sale, including indemnification and
other ongoing obligations under the sale and ancillary agreements
(including the Operating Services Agreement), liabilities retained in
connection with the planned sale, the book and tax basis of the net
assets to be divested, the working capital of the seafood business
upon closing, and the costs associated with the planned sale.
Additional factors that could cause actual results (particularly
the Company's future operating results, leverage and related matters)
to differ materially from those described in this press release
include, among others: general economic and business conditions; cost
and availability of inputs, commodities, ingredients and other raw
materials, including without limitation, energy (including natural
gas), fuel, packaging, grains (including corn), meat by-products
(including fats and oils) and tuna; the accuracy of our assumptions
regarding costs and other matters; our ability to increase prices and
manage the price gap between our products and competing private label
products; our ability to reduce costs; logistics and other
transportation-related costs; our pet food and pet snacks recall which
began in March 2007 or other product recalls; our debt levels and
ability to service and reduce our debt; use of cash; reduced sales,
disruptions, costs or other charges to earnings or expenses that may
be generated by our strategic plan and transformation plan efforts;
timely launch and market acceptance of new products; competition,
including pricing and promotional spending levels by competitors;
efforts to improve the performance and market share of our businesses;
changes in U.S., foreign or local tax laws and effective rates;
effectiveness of marketing and trade promotion programs; changing
consumer and pet preferences; the loss of significant customers or a
substantial reduction in orders from these customers or the bankruptcy
of any such customer; availability, terms and deployment of capital;
interest rate fluctuations; product liability claims and other
litigation; reliance on certain third-parties, including co-packers,
our broker and third-party distribution centers or managers;
acquisitions, if any, including identification of appropriate targets
and successful integration of any acquired businesses; weather
conditions; crop yields; any acceleration of our departure from
Terminal Island, CA; changes in, or the failure or inability to comply
with, U.S., foreign and local governmental regulations, including
environmental regulations and import/export regulations or duties;
wage rates; industry trends, including changes in buying, inventory
and other business practices by customers; public safety and health
issues; and other factors.
These factors and other risks and uncertainties are described in
more detail, from time to time, in the Company's filings with the
Securities and Exchange Commission, including its annual report on
Form 10-K. Investors are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
hereof. The Company does not undertake to update any of these
statements in light of new information or future events.
Media
Sard Verbinnen
Brandy Bergman/Robin Weinberg, 212-687-8080
or
Analyst/Investor
Del Monte Foods
Jennifer Garrison/Katherine Husseini, 415-247-3382
investor.relations@delmonte.com
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