Utz Brands to be taken private in $2.9B acquisition

• $2.9B acquisition: Intersnack will acquire Utz for $14.25 per share, a 91% premium.  

• Going private: Utz will be jointly owned by Intersnack and the Rice and Lissette family.  

• U.S. expansion: The deal gives Intersnack its first entry into the U.S. snack market.  

• Closing in Q4: The acquisition is subject to shareholder and regulatory approval. 

York County-based Utz Brands, Inc. said Tuesday it has agreed to be taken private by Germany‘s Intersnack Group in an acquisition valued at $2.9 billion. 

According to a release, Intersnack Group will acquire all outstanding shares of Class A Common Stock of the Hanover company for $14.25 per share in cash.  

The amount represents a premium of approximately 91% over Tuesday’s closing price. Following the transaction, Utz will become a private company with the Rice and Lissette Family Entities and Intersnack Group each owning 50% of Utz. 

“I have spent significant time with the Intersnack team and have been impressed by Intersnack’s deep understanding of the snacking landscape, experience growing distinctive and long-standing brands, and strength in innovation,” Utz Chief Executive Officer Howard Friedman said in a statement. “Intersnack shares our vision for Utz, and their marketing, manufacturing, and technology capabilities will be invaluable as we continue to invest in our brands and accelerate our strategy.” 

Intersnack Group is a family-founded, privately-owned, multinational snack company. Originally a German potato chip producer in 1968, Intersnack Group is now a snack manufacturer in Europe and Oceania. The company has built an extensive product portfolio across a multitude of snack categories. 

“For more than 100 years, Utz has made snacks that are enjoyed by consumers across the U.S.,” said Dylan Lissette, chairperson of the Utz Board of Directors. “We are excited to partner with the accomplished Intersnack team. We believe that Intersnack is a like-minded partner with similar family heritage and a deep appreciation of the power of beloved brands. They understand the importance of investing for the long term and the value of staying close to consumers and communities. 

“We look forward to benefitting from Intersnack’s experience and broad resources as we drive our next century of success for the benefit of our customers, our associates, our suppliers and the communities we serve.” 

The transaction will be financed by a combination of approximately $920 million cash from Intersnack Group, borrowings under a new $1.1 billion term loan facility, borrowings under a new $250 million ABL facility, rollover equity by the Rice and Lissette Family and a reinvestment by the Rice and Lissette Family of a portion of the proceeds from the $44 million settlement of the company’s tax receivable agreement in connection with the transaction. 

Expected to close in the fourth quarter of this year, the transaction is subject to the satisfaction of regulatory and other conditions, including approval by the holders of most of the company’s outstanding common stock and the holders of a majority of the votes cast by disinterested stockholders of the company. 

The Rice and Lissette Family, Dylan Lissette, and certain of their affiliates have entered into an agreement pursuant to which they have committed to vote shares representing approximately 42% of Utz’s common stock in favor of the transaction. 

Lissette will serve as executive chair of Utz and Utz common stock will no longer be listed on the NYSE. 

Johan van Winkel, executive chairman of Intersnack Group, said the partnership with the Rice and Lissette Family, and commitment to Utz, is an opportunity for Intersnack to expand into the U.S. snacking market, where they do not currently have a presence. 

“We have long admired Utz’s brands, its heritage and the strength of its team,” said van Winkel. “Together with the Rice and Lissette Family and Utz’s management and associates, we see a tremendous opportunity to partner and build on Utz’s strong foundation and help shape the future of snacking in North America. The combination of Intersnack’s and Utz’s extensive experience makes us confident that this partnership will deliver meaningful benefits to all of our stakeholders.” 

A special committee of Utz independent and disinterested directors was formed in response to interest expressed by Intersnack Group to acquire a significant portion of the company through a private transaction, per the release. The committee and its independent financial and legal advisors evaluated the transaction and other potential alternatives that Utz could explore and determined that the transaction was the best alternative to deliver value to Class A common stockholders. 

Utz’s Board of Directors approved the transaction unanimously of all voting upon the unanimous recommendation of the committee, which led the review and negotiation of the transaction. 

“This transaction is a great outcome for Class A common stockholders,” said Craig Steeneck, chair of the Special Committee. “Following Intersnack’s approach, the Special Committee thoroughly reviewed the proposal with the assistance of its advisors and determined that this premium, all-cash transaction provides immediate and compelling value for Class A common stockholders.”