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VANCOUVER, British Columbia, Dec. 10, 2025 (GLOBE NEWSWIRE) -- Premium Brands Holdings Corporation ("Premium Brands" or the "Company") (TSX:PBH) is pleased to announce that it has entered into a definitive agreement to indirectly acquire all of the issued and outstanding shares of Stampede Culinary Partners, Inc. ("Stampede"), a leading culinary solutions and protein platform with a nationwide presence in the United States (the "Acquisition").
The purchase price for the Acquisition, subject to customary post-closing net working capital adjustments, will be approximately US$662.5 million and will consist of (i) US$512.5 million in cash and (ii) the issuance of US$150.0 million of common shares (approximately 2.2 million common shares) of the Company to the seller. In addition, the seller will be entitled to a one-time aggregate earn-out payment of up to US$100.0 million based on Stampede achieving certain profitability targets over the full two fiscal years following the Acquisition.
"Over the past couple of years, we have made significant investments in production capacity to support the growth of our market-leading branded and customized cooked protein initiatives in the U.S.," said Mr. George Paleologou, President and CEO of Premium Brands. "The acquisition of Stampede will further accelerate our growth in this market by:
Strengthening our presence in the U.S. foodservice channel as most of our current strategies are focused on the retail and club store channels;
Enhancing our production capabilities through the addition of sous vide cooking capacity as most of our existing cooking capacity uses flame grilled technology; and
Providing us with access to significant unused production capacity."
"We have watched and admired Stampede's progress over the past several years and are very pleased to welcome its talented management team into our unique ecosystem of great food companies," said Mr. Paleologou. "We look forward to working with them to take Stampede's business to the next level by accelerating its growth and driving significant cost and growth synergies," added Mr. Paleologou.
"Furthermore, we expect Stampede to continue to benefit from the same trends that have enabled our other protein businesses to grow their sales in the U.S. market from $337 million in 2019 to a current run rate of over $1.37 billion. These trends, which are disrupting the North American food industry, include consumers looking for premium ready-to-eat protein-based products and foodservice and retail operators looking for ways to simplify their labour requirements while providing customers with better food experiences."
"From a financing perspective, we have taken a conservative approach and have used the Acquisition and the related financing to accelerate the deleveraging of our balance sheet with our senior funded debt and total funded debt to adjusted EBITDA ratios decreasing by approximately 0.4 turns on a pro forma basis," stated Mr. Paleologou.
Financial Highlights
The Acquisition is expected to be immediately accretive to adjusted earnings per share, delivering mid-single digit percentage accretion in the first full year of ownership before synergies and high-single digit percentage accretion after synergies anticipated to be realized during the period.
The base purchase price of approximately US$662.5 million represents a multiple of approximately 9.7x Stampede's estimated fiscal 2025 (fiscal year ended September 27, 2025) Adjusted EBITDA1 (after lease payments), or 7.5x after giving full effect to anticipated synergies. Normalizing for the temporary impact of beef raw material cost inflation, the purchase price multiple is 8.4x1.
The Acquisition is expected to result in estimated 3.0:1 and 3.9:1 pro forma senior funded debt to adjusted EBITDA and pro forma total funded debt to adjusted EBITDA ratios1, respectively. Premium Brands expects to achieve its long-term targeted total funded debt to adjusted EBITDA ratio of 3.0:1 or lower in 2027.
"We are very excited about joining the Premium Brands family and look forward to leveraging its resources and complementary production capabilities to accelerate the growth of our business," said Mr. Brock Furlong, CEO of Stampede. "In particular, we see tremendous opportunities to sell many of the exciting, premium products produced by the Premium Brands ecosystem to our diverse portfolio of foodservice and emergent retail customers".
Closing of the Acquisition is conditional upon the satisfaction of customary conditions, including approvals under the Hart-Scott-Rodino Antitrust Improvements Act (the "HSR Act") and is expected to be completed by the end of January 2026.
In connection with the Acquisition, the Company further announced today that it has entered into an agreement with a syndicate of underwriters led by CIBC Capital Markets, BMO Capital Markets, National Bank Financial Inc., Raymond James Ltd. and Scotiabank (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a "bought deal basis", (i) 2,872,400 subscription receipts (the "Public Subscription Receipts") at a price of $97.50 per Public Subscription Receipt, for gross proceeds of approximately $280 million, and (ii) $150 million aggregate principal amount of 5.50% convertible unsecured subordinated debentures (the "Debentures") at a price of $1,000 per Debenture, for gross proceeds of approximately $430 million (collectively, the "Public Offering").
Concurrently with the Public Offering, the Company has agreed to issue, on a private placement basis, an aggregate of 1,743,600 subscription receipts (the "Placement Subscription Receipts" and, together with the Public Subscription Receipts, the "Subscription Receipts") to two institutional investors (the "Investors"), at a price of $97.50 per Placement Subscription Receipt, for aggregate gross proceeds of approximately $170 million (the "Concurrent Private Placement" and, together with the Public Offering, the "Offering").
The Company intends to use the net proceeds of the Offering to partially fund the cash purchase price of the Acquisition, as further described below. The balance of the cash purchase price will be funded by drawing on the Company's revolving credit facility.
Public Offering
Each Subscription Receipt represents the right of the holder to receive, upon closing of the Acquisition, without payment of additional consideration, one common share of Premium Brands (each, a "Common Share") plus an amount per Subscription Receipt equal to the amount per Common Share of any dividends for which record dates have occurred ...
