Smart Balance signed a definitive agreement to acquire gluten-free foods maker Udi’s Healthy Foods.


Smart Balance, Inc., Paramus, N.J., signed a definitive agreement to acquire Denver-based Udi’s Healthy Foods, LLC for $125 million in cash from majority shareholder Hubson Acquisition, LLC, an affiliate of E&A Industries based in Indianapolis, the family of founder Udi Baron and other minority holders. The acquisition will be treated as an asset purchase for tax purposes. As a result, the company expects to realize future tax benefits with a present value of approximately $22 million, resulting in an effective purchase price of approximately $103 million.

Udi’s markets gluten-free products under the Udi’s Gluten Free Foods brand in the retail market, and since mid-2011, in foodservice channels. In addition, Udi’s markets other gluten-free products, such as frozen pizza and granola.

The company expects to close the transaction in July, at which point it expects long-term debt to be approximately $240 million.

After Smart Balance closes the transaction and determines the final allocation of the purchase price to the assets acquired, including amortizable intangibles, as well as the terms of the financing, the company plans to be in a position to provide its financial outlook for Udi’s in connection with its Q2 2012 Earnings Report.

“We are excited to add Udi’s Healthy Foods to our portfolio of health and wellness brands,” says Stephen Hughes, chairman and CEO. “Udi’s has built a strong brand with a very loyal following in gluten-free bread, which includes over 1,000,000 ‘Friends of Udi’s’ social marketing followers. Udi’s leading bread and bakery portfolio is the perfect complement to Glutino’s wide range of grocery products. With this transaction, we will offer the most comprehensive portfolio of gluten-free products to address one of the fastest growing categories in the food industry. This portfolio of gluten-free brands and products will enable us to offer all retailers in North America a one-stop strategic partner to address the growth in gluten-free.