EX-99.1
2
ex99_1.htm
PRESS RELEASE
Press Release
Exhibit
99.1
Contact:
Ira
Lamel/Mary Anthes
Jeremy
Fielding/David Lilly
The
Hain Celestial Group, Inc.
Kekst
and Company
631-730-2200
212-521-4800
HAIN
CELESTIAL CLOSES MERGER WITH
SPECTRUM
ORGANIC PRODUCTS
EXPANSION
OF COMPANY'S OFFERINGS IN NATURAL AND ORGANIC
OILS,
VINEGARS, CONDIMENTS
Melville,
NY, December 19, 2005
-The
Hain
Celestial Group, Inc. ("Hain Celestial") (NASDAQ: HAIN), a leading natural and
organic food and personal care products company, today announced that it
completed its merger with Spectrum Organic Products, Inc. ("Spectrum"). 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 Celestial 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 Celestial shares outstanding
by
approximately 924,459 shares.
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.
"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 Celestial. "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".
The
Hain Celestial Group
The
Hain
Celestial Group (NASDAQ: HAIN), headquartered in Melville, NY, is a leading
natural and organic beverage, snack, specialty food and personal care products
company in North America and Europe. Hain Celestial participates in almost
all
natural food categories with well-known brands that include Celestial
Seasonings®, Terra Chips®, Garden of Eatin'®, Health Valley®, WestSoy®, Earth's
Best®, Arrowhead Mills®, Hain Pure Foods®, Hollywood®, Walnut Acres
Organic™,
Imagine Foods®, Rice Dream®, Soy Dream®, Rosetto®, Ethnic Gourmet®, Yves Veggie
Cuisine®, Lima®, Biomarché™, Grains Noirs®, Natumi®, JASON® and Zia® Natural
Skincare. For more information, visit www.hain-celestial.com.
Safe
Harbor Statement
This
press release contains forward-looking statements within and constitutes a
"Safe
Harbor" statement under the Private Securities Litigation Act of 1995. Except
for the historical information contained herein, the matters discussed in this
press release are forward-looking statements that involve known and unknown
risks and uncertainties, which could cause our actual results to differ
materially from those described in the forward-looking statements. These risks
include but are not limited to general economic and business conditions; the
ability to implement business and acquisition strategies, integrate
acquisitions, and obtain financing for general corporate purposes; competition;
retention of key personnel; compliance with government regulations and other
risks detailed from time-to-time in the Company's reports filed with the
Securities and Exchange Commission, including the report on Form 10-K, as
amended, for the fiscal year ended June 30, 2005. The forward-looking statements
made in this press release are current as of the date of this press release,
and
the Company does not undertake any obligation to update forward-looking
statements.

EX - 99 . 1 2 ex99 _ 1 . htm PRESS RELEASE Press Release Exhibit 99 . 1 Contact : Ira Lamel / Mary Anthes Jeremy Fielding / David Lilly The Hain Celestial Group , Inc . Kekst and Company 631 - 730 - 2200 212 - 521 - 4800 HAIN CELESTIAL CLOSES MERGER WITH SPECTRUM ORGANIC PRODUCTS EXPANSION OF COMPANY 'S OFFERINGS IN NATURAL AND ORGANIC OILS , VINEGARS , CONDIMENTS Melville , NY , December 19 , 2005 - The Hain Celestial Group , Inc . ( " Hain Celestial " ) ( NASDAQ : HAIN ) , a leading natural and organic food and personal care products company , today announced that it completed its merger with Spectrum Organic Products , Inc . ( " Spectrum " ) . 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 Celestial 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 Celestial shares outstanding by approximately 924,459 shares . 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 . " 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 Celestial . " 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 " . The Hain Celestial Group The Hain Celestial Group ( NASDAQ : HAIN ) , headquartered in Melville , NY , is a leading natural and organic beverage , snack , specialty food and personal care products company in North America and Europe . Hain Celestial participates in almost all natural food categories with well - known brands that include Celestial Seasonings ® , Terra Chips ® , Garden of Eatin ' ® , Health Valley ® , WestSoy ® , Earth 's Best ® , Arrowhead Mills ® , Hain Pure Foods ® , Hollywood ® , Walnut Acres Organic ™ , Imagine Foods ® , Rice Dream ® , Soy Dream ® , Rosetto ® , Ethnic Gourmet ® , Yves Veggie Cuisine ® , Lima ® , Biomarché ™ , Grains Noirs ® , Natumi ® , JASON ® and Zia ® Natural Skincare . For more information , visit www.hain-celestial.com . Safe Harbor Statement This press release contains forward - looking statements within and constitutes a " Safe Harbor " statement under the Private Securities Litigation Act of 1995 . Except for the historical information contained herein , the matters discussed in this press release are forward - looking statements that involve known and unknown risks and uncertainties , which could cause our actual results to differ materially from those described in the forward - looking statements . These risks include but are not limited to general economic and business conditions ; the ability to implement business and acquisition strategies , integrate acquisitions , and obtain financing for general corporate purposes ; competition ; retention of key personnel ; compliance with government regulations and other risks detailed from time - to - time in the Company 's reports filed with the Securities and Exchange Commission , including the report on Form 10 - K , as amended , for the fiscal year ended June 30 , 2005 . The forward - looking statements made in this press release are current as of the date of this press release , and the Company does not undertake any obligation to update forward - looking statements .