George Weston Limited has announced that it has signed a definitive agreement to sell its Weston Foods fresh and frozen bakery businesses to affiliated entities of FGF Brands Inc. ("FGF") for aggregate cash consideration of $1.2 billion. The purchase price represents approximately a 10.0x multiple on the 2021 estimated EBITDA of the Weston Foods fresh and frozen bakery businesses. The fresh and frozen bakery businesses comprised approximately 75 percent of Weston Foods' 2020 net sales. George Weston continues to be committed to selling its remaining ambient business, comprised of cookies, cones, crackers, and wafers, and is actively engaged in that process.
"The Weston Foods business has been the foundation for the Weston Group in Canada since its establishment in 1882 and the decision to sell it was a difficult one" said Galen G. Weston, the Company's chairman and chief executive officer. "However, we are pleased that the purchaser of the fresh and frozen businesses is FGF, another long-standing family business with a strong presence in bakery and a significant footprint in Canada. With FGF as the new owner, the business will be in good hands."
"We are thrilled to be acquiring the fresh and frozen businesses of Weston Foods, a Canadian company with over 100 years of baking experience," said FGF Co-founder Tejus Ajmera. "And we look forward to building on that legacy by investing in people, facilities, and innovation across our entire operations, in collaboration with Weston Foods president Luc Mongeau and his team."
"FGF remains a startup at heart and this acquisition allows us to bring that same drive for disruption to more teams, brands, and customers than ever before, as we pursue our vision to become the world's greatest baker," added FGF Co-founder Ojus Ajmera.
George Weston announced on March 23, 2021 that it decided to sell its bakery segment and to focus on its Retail and Real Estate businesses. The Company expects to return the net proceeds from the transaction to shareholders through share repurchases over time. In the interim, the Company is committed to ensuring that a smooth transition plan is in place as Weston Foods continues to support its customers and workforce.
The transaction is subject to compliance with the Competition Act (Canada) and the Hart-Scott Rodino Antitrust Improvements Act of 1976 and other closing conditions customary in transactions of this nature. Subject to the receipt of all regulatory approvals and satisfaction of customary transaction closing conditions, George Weston expects to close the transaction before the end of the first quarter of 2022.
Houlihan Lokey and CIBC Capital Markets are serving as financial advisors to George Weston and Mayer Brown LLP and Torys LLP are acting as legal advisors.
Scotiabank is serving as financial advisor to FGF and Stikeman Elliott LLP and Kirkland & Ellis LLP are acting as legal advisors.