Western Investment Co of Canada and co-investor ATB Capital have agreed to buy a stake in Foothills Creamery Ltd, a Calgary-based producer of dairy products, including butter and ice cream. The purchase price of $27.6 million will be settled in cash, debt funding, and a performance-based earn-out. As a result of the deal, slated to close this week, Western and ATB will own 50 percent of the company, with Foothills Founder and CEO Don Bayrack holding the rest. Western, a Canadian private equity firm, said the deal will support Foothills’ growth. ATB Capital is the $100 million private equity fund of Alberta financial institution ATB Financial.
PRESS RELEASE
Western finalizes purchase of Foothills Creamery Ltd.
HIGH RIVER, Alberta, Feb. 26, 2018 (GLOBE NEWSWIRE) — The Western Investment Company of Canada Limited (“Western”) (TSX-V:WI) together with co-investor ATB Capital have executed a purchase and sale agreement for the purchase of a 90% ownership stake in Foothills Creamery Ltd.
Foothills Creamery – “Striving to be the butter on your toast and the ice cream in your cone”
Established in 1969, Foothills is one of Western Canada’s premier producers of dairy products including butter and premium ice cream. The Company’s modern production facility and head office are located in Calgary, with distribution centres in Edmonton and Kelowna, BC. Foothills 60 employees produce and distribute more than 4.4 million kilograms of butter and 1.1 million kilograms of ice cream annually to sales outlets across Canada. Foothills products are featured in major grocery stores as well as smaller specialty shops. The Company also has extensive co-packing and private label agreements with producers and retailers. For more information on Foothills go to: www.foothillscreamery.com
Western CEO Scott Tannas stated, “Foothills Creamery is exactly the kind of company in which we seek to make investments. Foothills has a strong brand, loyal customers, and remarkable growth in revenue and profit. Don Bayrack is an icon in the dairy industry having built the Company steadily over the decades. The production facility is modern, with capacity to support future growth. Don will continue to provide leadership and inspiration to a loyal and capable management team. We are especially pleased to be part of the future success of Foothills. After all, who wouldn’t be happy to be in the ice cream business?”
Foothills founder Don Bayrack said, “After five decades of building Foothills, I’m glad I found partners for the future. Western’s and ATB’s local roots and reputation were important considerations. I’m excited to continue to play a role in positioning Foothills for a very successful future.”
Transaction Details
This transaction is the completion of the previously announced (November 16, 2017 “Agrifood Processor”) Letter of Intent. The closing of the acquisition is scheduled to occur on February 28, 2018. Western intends to issue a press release once the transaction closes.
The purchase price is set at $27.6 million, subject to adjustments. Western will own 50 percent of Foothills with ATB Capital and Foothills founder and CEO Don Bayrack retaining the other 50 percent. The purchase price for the acquisition will be settled by way of a combination of cash, debt financing, and a performance based earn out, along with the issuance of 400,000 common shares in the capital of Western, with a deemed price of $0.625 per share. Of the aggregate purchase price, Western shall pay an aggregate of $3,075,000 in cash. The debt financing shall be a combination of real estate debt, an acquisition term loan and an operating facility, all to be provided by the BMO Bank of Montreal. Western and ATB Capital expect the debt financing to be fully serviced through cash flow from the operations of Foothills. The completion of the transaction is subject to the final approval of the TSX Venture Exchange.
About Western
Western is a unique publicly traded, private equity company founded by a group of successful Western Canadian businesspeople, and dedicated to building and maintaining ownership in successful Western Canadian companies, and helping them to grow. The company’s shares are traded on the TSX Venture Exchange under the symbol WI. For more information on the company, please visit its website at www.winv.ca
About ATB Capital
ATB Capital, a division of ATB Financial, is a $100M private equity fund with the mandate to partner with Alberta companies providing access to capital, market expertise, business connections and operational excellence.
CONTACT INFORMATION
The Western Investment Company of Canada Limited
Scott Tannas
President and Chief Executive Officer
(403) 652-2663
stannas@winv.ca
Photo courtesy of Foothills Creamery Ltd