Pinnacle Foods Inc., Parsippany, NJ, and Boulder Brands Inc., Boulder, CO, announced on Nov. 24 that they have entered into a definitive agreement in which Pinnacle Foods will acquire Boulder Brands. The transaction expands Pinnacle’s presence in growing and complementary health and wellness categories and in the natural and organic retail channel, as well as provides the company with a new growth platform in refrigerated foods.

Under the terms of the agreement, Pinnacle Foods intends to launch a tender offer to acquire all of the outstanding shares of Boulder Brands for $11 per share, in a transaction valued at approximately $975 million, including approximately $265 million of net debt. The transaction is subject to customary closing conditions and is expected to be completed in the first quarter of 2016.

Boulder Brands manufactures a portfolio of health and wellness brands, including Udi's and Glutino gluten-free products and EVOL natural frozen meals, which are sold in both traditional and natural and organic channels in the U.S. Annual net sales of Boulder Brands totaled more than $500 million in 2014.

“The acquisition of Boulder Brands further expands our health and wellness portfolio, currently anchored by the Birds Eye and gardein brands,” says Pinnacle Foods CEO Bob Gamgort. “In addition to being a synergy-rich, accretive transaction with on-trend brands, the acquisition provides us with an important health and wellness talent pool in Boulder, CO. In this regard, we plan to retain Boulder’s existing headquarters location.”

“After a thorough review of strategic alternatives to enhance shareholder value, we are pleased to provide our shareholders with immediate and substantial cash value,” says Dean Hollis, chairman of Boulder Brands. “In addition to shareholder value, this combination provides significant benefits for all stakeholders. Boulder Brands’ purpose has been to ‘lead change and improve lives’ and today marks an important milestone in that journey. Together with Pinnacle Foods, Boulder Brands will have additional and stronger resources to drive our brands and deliver value to customers and consumers, while providing new opportunities for employees. We expect a seamless transition and look forward to accelerating our growth across an impressive collection of health and wellness brands as part of Pinnacle Foods.”