Lamb Weston Holdings Announces Agreement to Acquire Remaining Interest in European Joint Venture Lamb-Weston/Meijer Thursday 20 October 2022
EAGLE, ID (Oct. 20, 2022) – Lamb Weston Holdings, Inc. (NYSE: LW) (“Lamb Weston” or the “Company”) announced today it has entered into an agreement (the “Purchase Agreement”) to purchase the remaining equity interests in its European joint venture with Meijer Frozen Foods B.V. for €700 million in cash and common stock of Lamb Weston.
“Lamb-Weston/Meijer was built over the last 28 years, and we’re grateful to Meijer Frozen Foods for their longstanding partnership,” said Tom Werner, President and CEO of Lamb Weston. “The joint venture has served as a strong platform to drive growth in Europe and the Middle East, as well as to support our global customer base across our key international markets. This transaction firmly aligns with Lamb Weston’s long-term capital allocation and acquisition framework, and we believe it will strengthen our manufacturing footprint by leveraging a truly global supply chain to better serve our customers and position us to take advantage of growth opportunities in Europe, the Middle East and Africa.”
“We’re proud of the business we’ve built together to create a market leader in Europe,” said Kees Meijer, CEO of Meijer Frozen Foods. “We remain confident in the long-term outlook for Lamb Weston and the global frozen potato category. By holding an investment in common stock of Lamb Weston after the transaction closes, we sustain our strong belief in a bright future for the business.”
Upon completion of the transaction, Lamb Weston will own 100% of Lamb-Weston/Meijer v.o.f. (“Lamb-Weston/Meijer”), formerly operated as a 50/50 joint venture between a wholly-owned subsidiary of Lamb Weston and Meijer Frozen Foods. Lamb Weston will pay a transaction consideration of €700 million, comprised of €525 million in cash and €175 million of Lamb Weston’s common stock. The Company anticipates closing the transaction in the second half of fiscal 2023, subject to regulatory approvals. The Company expects to fund the cash portion of the acquisition with new borrowings and cash on hand.
Lamb Weston’s targeted long-term net leverage range1 of 3.5x to 4.0x remains unchanged.
Lamb-Weston/Meijer is one of the leading suppliers of frozen potato products in Europe, the Middle East and Africa, with approximately €954 million in net sales in fiscal 2022 (including €114 million of net sales from its former joint venture in Russia). The transaction will give the Company ownership of an additional five manufacturing facilities worldwide, including four facilities in the Netherlands and one in the United Kingdom, as well as a sixth manufacturing facility through a 75% interest in a joint venture in Austria. These facilities produce nearly two billion pounds (910,000 MT) of finished frozen products annually. In addition, upon completion of the transaction, the former joint venture’s approximately 1,500 employees will become employees of Lamb Weston.
As a 50% owner of Lamb-Weston/Meijer, the Company recorded its 50% portion of earnings in Equity Method Investment Earnings in its financial statements. As of the transaction closing, Lamb-Weston/Meijer will be a wholly-owned subsidiary of the Company, and the Company will fully consolidate Lamb-Weston/Meijer’s results in its financial statements.
Goldman Sachs is acting as financial advisor to Lamb Weston in connection with this transaction.
1The Company defines net leverage as the ratio of net debt to Adjusted EBITDA including unconsolidated joint ventures. Net debt, Adjusted EBITDA including unconsolidated joint ventures and the related net leverage ratio are non-GAAP financial measures. Please see the discussion of non-GAAP financial measures and the associated reconciliations of historical non-GAAP financial measures included in the investor presentation furnished with the Company’s Current Report on Form 8-K dated October 20, 2022 for more information. In addition, forward-looking non-GAAP measures related to the Company’s acquisition of Lamb-Weston/Meijer, including net leverage ratio, are unable to be reconciled to relevant GAAP measures without unreasonable efforts because of items that may impact comparability, which may include, but are not limited to, items such as purchase accounting adjustments, integration costs, and the impact of commodity derivatives.