The Simply Good Foods Company has entered into a definitive agreement to acquire Only What You Need, Inc. from United Nutritional Brands and others for $280 million.

The Simply Good Foods Company (NasdaqCM:SMPL) has entered into a definitive agreement to acquire Only What You Need, Inc. from United Nutritional Brands and others for $280 million on April 29, 2024. Under the terms of the agreement, the $280 million purchase price will be paid in cash and represents a purchase price multiple of approximately 2.3x estimated net sales and 13.3x estimated Adjusted EBITDA, including run-rate synergies. Simply Good Foods intends to finance the transaction by using approximately $50 million of cash on its balance sheet as well as committed financing from Barclays and Deutsche Bank.

The transaction has been approved with unanimous support by the Board of Directors of Simply Good Foods and by the governing bodies of OWYN. Transaction is subject to satisfaction of customary closing conditions and receipt of regulatory clearance and and is expected to close by the end of fiscal year 2024. The transaction is expected to be approximately neutral to Adjusted Diluted Earnings Per Share in the year subsequent to closing, excluding one-time integration expenses and costs to achieve synergies.

Centerview Partners LLC is serving as an advisor to The Simply Good Foods Company and Fried, Frank, Harris, Shriver & Jacobson LLP is providing legal counsel in connection with the transaction. Houlihan Lokey, Inc. is serving as a financial advisor to OWYN and Greenberg Traurig, LLP is serving as its legal advisors.