MARION, N.Y., Dec. 17, 2013 /PRNewswire/ -- Seneca Foods
Corporation (the "Company") (NASDAQ: SENEA, SENEB) today confirmed
that it has entered into an Asset Purchase Agreement (the "Purchase
Agreement") to acquire substantially all the operating assets of
Allens, Inc. ("Allens") for a purchase price of approximately
$148.0 million, subject to a working
capital adjustment, plus the assumption of certain
liabilities. The transaction is expected to be consummated
through a court-supervised process under Section 363 of the U.S.
Bankruptcy Code and is subject to an auction and Bankruptcy Court
approval. On October 28, 2013, Allens
filed a petition for relief under Chapter 11 of the U.S. Bankruptcy
Code in the U.S. Bankruptcy Court for the Western District of
Arkansas in Fayetteville, Arkansas. The Purchase Agreement
with the Company will serve as the "stalking-horse bid" in the
auction process. Allens will be seeking Bankruptcy Court approval
of Seneca's Asset Purchase
Agreement as the stalking horse bid and certain bid procedures at a
hearing in the near future.
If the Company is ultimately successful in its acquisition of
these assets, they will fit with the Company's long-term growth
objective to expand its line of canned vegetable offerings to
include sweet potatoes, southern vegetables, and broaden its
offerings of dry beans and spinach.
Miller Buckfire & Co., LLC, a
Stifel Company, is serving as the Company's investment banker.
Jaeckle Fleischmann & Mugel, LLP and Wright, Lindsey
& Jennings LLP are serving as legal advisors.
Forward-Looking Information
The information contained in this release contains, or may
contain, forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These
statements appear in a number of places in this release and include
statements regarding the intent, belief or current expectations of
the Company or its officers (including statements preceded by,
followed by or that include the words "will", "believes,"
"expects," "anticipates" or similar expressions) with respect to
various matters.
Because such statements are subject to risks and uncertainties,
actual results may differ materially from those expressed or
implied by such forward-looking statements. Investors are
cautioned not to place undue reliance on such statements, which
speak only as of the date the statements were made. Among the
factors that could cause actual results to differ materially
are:
- general economic and business conditions;
- cost and availability of commodities and other raw materials
such as vegetables, steel and packaging materials;
- transportation costs;
- climate and weather affecting growing conditions and crop
yields;
- availability of financing;
- leverage and the Company's ability to service and reduce its
debt;
- foreign currency exchange and interest rate fluctuations;
- effectiveness of the Company's marketing and trade promotion
programs;
- changing consumer preferences;
- competition;
- product liability claims;
- the loss of significant customers or a substantial reduction in
orders from these customers;
- changes in, or the failure or inability to comply with,
United States, foreign and local
governmental regulations, including environmental and health and
safety regulations; and
- other risks detailed from time to time in the reports filed by
the Company with the SEC.
Except for ongoing obligations to disclose material information
as required by the federal securities laws, the Company does not
undertake any obligation to release publicly any revisions to any
forward-looking statements to reflect events or circumstances after
the date of the filing of this report or to reflect the occurrence
of unanticipated events.
About Seneca Foods Corporation
Seneca Foods is a processor of canned fruits and vegetables with
manufacturing facilities located throughout the United States. Its products are sold under
the Libby's, Blue Boy, Aunt Nellie's Farm Kitchen, Stokely's, READ,
Seneca Farms and Seneca labels as
well as through the private label and industrial markets. In
addition, under an alliance with General Mills Operations, LLC, a
successor to the Pillsbury Company and a subsidiary of General
Mills, Inc., Seneca produces
canned and frozen vegetables, which are sold by General Mills
Operations, LLC under the Green Giant label. Seneca's common stock is traded on the Nasdaq
Global Stock Market under the symbols "SENEA" and "SENEB". SENEA is
included the S&P SmallCap 600, Russell 2000 and Russell 3000
indices.
SOURCE Seneca Foods Corporation