MEXICO CITY — Grupo Bimbo, S.A.B. de C.V. has agreed to acquire all of the common shares of Canada Bread Company, Ltd. for C$72 ($65) per share, or approximately C$1,830 million ($1,663 million). Canada Bread is one of the leading manufacturers and marketers of bakery products, including sliced bread, buns, bagels, English muffins and tortillas in Canada, frozen bread in North America, and specialty bakery goods in the United Kingdom.
With the acquisition, Grupo Bimbo would gain a major foothold in the Canadian market through Canada Bread’s portfolio of brands that includes Dempster’s, Pom, Villaggio, Ben’s, Bon Matin and McGavin’s. Canada Bread employs approximately 5,400 associates and operates 25 bakeries in Canada, the United States, and the United Kingdom, as well as Canada’s largest direct-store delivery network for fresh bakery that reaches more than 41,000 points of sale.
The acquired business generates annual sales of C$1,439 million ($1,308 million) and EBITDA of C$185 million ($168 million).
“Canada Bread brings a remarkable portfolio of market leading brands that complement our global business, as well as a track record of highly profitable performance,” said Daniel Servitje, chairman and chief executive officer of Grupo Bimbo. “This demonstrates strong operational know-how and a commitment of quality to their customers and consumers. These values and their institutional expertise will remain firmly in place, and we look forward to welcoming Canada Bread’s associates to the Grupo Bimbo family. Canada Bread will benefit from our focus, expertise and resources and we will endeavor to create new opportunities for Canada Bread’s people, customers and business partners.”
According to Grupo Bimbo, the transaction will be carried out through a “court-approved plan of arrangement,” a structure commonly used in Canada to acquire publicly-traded companies, and will require the approval of at least two thirds of the votes cast by Canada Bread’s shareholders. Maple Leaf Foods Inc., the owner of approximately 90% of the common shares of Canada Bread, has agreed to vote in favor of the transaction. Additionally, the board of directors of Canada Bread has recommended that shareholders approve the transaction. The transaction also has been approved by the board of directors of Grupo Bimbo. The transaction is expected to close during the second quarter of 2014, once regulatory approvals are obtained.
To fund the transaction, Grupo Bimbo said it will use cash holdings and financing available under existing long-term committed credit facilities. Bimbo said the acquisition will preserve the company’s financial flexibility and healthy credit profile, with a post-acquisition pro forma total debt to EBITDA ratio between 2.9 and 3.1 times.
Grupo Bimbo has expanded its U.S. footprint in recent years, acquiring the North American bakery business of Sara Lee Corp. for $709 million in November 2011 and buying the Beefsteak brand from Hostess Brands, Inc. for $31.9 million in April 2013.
Meanwhile, after steadily raising its stake in the company over the past 15 years, Maple Leaf Foods in October 2013 began exploring strategic alternatives that included the potential sale of its 90% holding in Canada Bread. At that time, Maple Leaf said the decision to explore options for its Bakery segment came as the company reached the “final phase” of a seven-year project to enhance its protein business by increasing its scale and improving its productivity and profitability.
According to numerous media reports, Grupo Bimbo emerged as the lead bidder for the Canada Bread business in mid-January as other interested parties, including private equity firms KKR & Co L.P. and Bain Capital L.L.C., as well as Flowers Foods Inc. — stepped out.“This is an excellent outcome for our bakery businesses and shareholders,” said Richard Lan, president and c.e.o. of Canada Bread. “Becoming part of Grupo Bimbo, the world’s leading bakery company and benefiting from its focus, expertise and resources, will create new opportunities for our people, customers and business partners.”