Post Agrees To Buy Michael Foods For $2.45 Bln - Quick Facts

(RTTNews) - Post Holdings, Inc. (POST), a consumer packaged goods holding company, Thursday said it has agreed to acquire MFI Holding Corp., or Michael Foods, from affiliates of GS Capital Partners, affiliates of Thomas H. Lee Partners and other owners.

Post will acquire Michael Foods for $2.45 billion on a cash-free, debt-free basis, subject to working capital and other adjustments.

Additionally, Post will make a payment of $50 million on the first anniversary of the closing date, which is intended to represent the parties' estimate of the value of certain tax benefits that Michael Foods is expected to realize from payments to be made by or on its behalf in connection with the acquisition.

Michael Foods is a leading producer of value-added food products and service solutions to customers across the foodservice, retail and food ingredient channels.

It holds leading market positions in attractive categories including value-added egg products, refrigerated potato products and cheese and other dairy case products. Its brands include Papetti's, All Whites, Better 'n Eggs, Easy Eggs, Simply Potatoes and Crystal Farms.

The transaction is expected to be completed in the second calendar quarter of 2014, Post's fiscal third quarter.

It is expected to be accretive to Post's earnings per share prior to giving effect to purchase accounting adjustments and one-time transaction expenses. Post management expects to recognize about $10 million in synergies resulting from benefits of scale.