December 20, 2005
PETALUMA, CA (December 20, 2005) Spectrum Organic Products, Inc. (OTCBB-SPOP.OB) announced that its merger with The Hain Celestial Group, Inc. ("Hain") was completed on December 16, 2005. Under the terms of the merger, Spectrum shareholders will receive $0.7035 per share, after deducting for excess company expenses, consisting of $0.3485 per share in cash and $0.355 per share in Hain shares, which is based on valuing the Hain shares at $19.80 per share, as provided in the merger agreement. The Spectrum merger will increase the amount of Hain shares outstanding by approximately 924,459 shares.
Spectrum conducted a Special Meeting of Shareholders to approve the principal terms of the merger on December 15, 2005. The total number of shares voted was 42,680,465 out of 46,444,693 shares outstanding as of the record date. The final voting results were 42,485,652 votes for the merger, 133,723 against, and 61,090 shares abstaining.
Spectrum is a leading manufacturer and marketer of natural and organic culinary oils, vinegars, condiments and butter substitutes under the Spectrum Naturals® brand and essential fatty acid nutritional supplements under the Spectrum Essentials® brand, sold mainly through natural food retailers.
“Hain provides Spectrum with a platform for accelerated expansion of our product lines. We look forward to benefiting from being part of the Hain family, as their presence in natural and other channels will enable us to provide health-sustaining natural products that are the highest in consumer value,” said Jethren P. Phillips, Founder and Chairman of the Board of Directors of Spectrum. “I began this mission nearly 20 years ago and look forward to working with Hain to further our goals.”
"Spectrum strengthens our position in the natural and organic sector with the addition of Spectrum Naturals® and Spectrum Essentials®, as healthy oils are featured in the new food pyramid and USDA Dietary Guidelines," said Irwin D. Simon, President and Chief Executive Officer of Hain. "We look forward to integrating Spectrum into our portfolio of brands in the Grocery and Snacks area of our business and expanding their product offerings with broader distribution." Spectrum was advised by its investment bankers Hadley Partners, Inc. (www.hadleypartners.com). Hadley Partners, Inc. issued a fairness opinion to the board of directors of Spectrum in connection with their evaluation of the transaction with Hain.
About Hadley Partners
Founded in 1999, Hadley Partners always seeks to provide the highest-quality merger & acquisition advisory, private placement and financial advisory services. We have a world-class team of veteran bankers that bring Wall Street experience to middle-market and emerging growth companies. Our goal is to develop relationships of trust with the leaders of these companies and with investors that pursue investment opportunities in such companies. We provide our services in a fair and flexible manner, and we always put our clients’ interests first. Hadley Partners is a registered broker-dealer, and a member of the National Association of Securities Dealers and the Securities Investor Protection Corporation.
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