Celsius Holdings To Acquire Alani Nu, Expanding Functional Lifestyle Platform

(RTTNews) - Celsius Holdings, Inc. (CELH) announced Thursday a definitive agreement to acquire Alani Nutrition LLC for $1.8 billion, including $150 million in tax assets, resulting in a net purchase price of $1.65 billion in cash and stock. This deal merges two rapidly expanding U.S. energy drink brands, forming a powerhouse in the better-for-you beverage space, poised to meet the rising demand for zero-sugar, functional lifestyle drinks.

Established in 2018, Alani Nu is a rapidly expanding brand catering to Gen Z and millennial consumers with functional beverages and wellness products designed for a female-focused audience. Its strategic alignment enhances Celsius' presence in the energy drink market, particularly among women driving category growth. The acquisition paves the way for expansion into adjacent categories, broadening Celsius' consumer reach and supporting its long-term growth ambitions.

According to Circana, Alani Nu's retail sales across total U.S. MULO Plus with Convenience grew by 78% year-over-year for the four-week period ending January 26, 2025. During the same period, Alani Nu's dollar share reached 4.8%, marking an approximate 200-basis-point increase from the previous year.

After the acquisition is finalized, Alani Nu will operate under Celsius, with key members of the Congo Brands leadership team staying on as advisors to support ongoing business growth.

Celsius will acquire Alani Nu from co-founders Katy and Haydn Schneider, along with Congo Brands' co-founders Max Clemons and Trey Steiger, for $1.8 billion in cash and stock, including a potential $25 million earn-out tied to 2025 performance. The deal accounts for approximately $150 million in tax benefits, resulting in a net purchase price of $1.65 billion. The valuation equates to less than 3x Alani Nu's 2024 revenue of $595 million and around 12x its fully synergized 2024 EBITDA of $137 million.

The purchase includes $1.275 billion in cash, a $25 million earn-out, and $500 million in newly issued restricted Celsius Holdings stock, equating to 8.7% pro-forma ownership. The cash portion will be funded through $900 million in committed debt financing and $375 million in existing cash. Celsius expects to maintain strong liquidity with a pro-forma net leverage of approximately 1.0x and ample cash reserves.

The stock consideration will be subject to a two-year lock-up period, ensuring alignment for long-term growth and value creation. Additionally, a transition services agreement and consulting agreements will retain key brand leadership to facilitate a smooth integration process.

The Celsius Board of Directors has approved the agreement, which is expected to close in Q2 2025, pending regulatory approvals and customary closing conditions.

UBS Investment Bank served as Celsius' exclusive financial advisor and is providing a committed financing package, including a $900 million Term Loan B and a $100 million Revolving Credit Facility. Freshfields US LLP is acting as Celsius' legal counsel. J.P. Morgan Securities LLC is advising Alani Nu, with Greenberg Traurig, P.A. serving as its legal counsel.

Celsius' acquisition of Alani Nu strengthens its position in the fast-growing energy drink market, creating a $2 billion functional lifestyle platform aligned with health and wellness trends. The deal merges two high-growth, sugar-free brands, enhancing category expansion and consumer reach, particularly among wellness-focused demographics. Leveraging combined resources, the partnership drives distribution, innovation, and global expansion. The acquisition is expected to be cash EPS accretive in year one, with $50 million in cost synergies anticipated within two years, fueling profitability and strong cash flow.

Thursday, CELH closed at $25.53, down 2.15%, and rose to $32.09 in after-hours trading, up 25.70%, on the Nasdaq Capital Market.