A cross-border Goodwin team represented Amplify Snack Brands, Inc. (NYSE:BETR) in its definitive sale and purchase agreement under which Amplify will acquire Tyrrells group of companies. Under the terms of the transaction valuing Tyrrells at £300 million (enterprise value), its current owner Investcorp and members of the Tyrrells management team will receive approximately 2.1 million shares of Amplify’s common stock as part of the consideration. Following the transaction, Amplify will benefit from the presence of an international sales team with strong customer relationships in over 40 countries, while Tyrrells’ brands can leverage Amplify’s outstanding U.S.-focused capabilities. The transaction is expected to close by the end of September 2016, subject to customary closing conditions.
Amplify Snack Brands is a platform food company focused on developing and marketing Better-For-You (BFY) snack brands, which owns SkinnyPop, a ready-to-eat popcorn brand whose products are “skinny on ingredients” and only use all-natural non-GMO and major allergen-free ingredients. Acquisition of Tyrrells allows Amplify to further expand its snacking platform following the acquisitions of Paqui (acquired in April 2015), Oatmega bars and Perfect Cookie (acquired in April 2016).
Tyrrells was founded in 2002 and is a UK-headquartered manufacturer of premium potato and vegetable chips as well as upmarket “poshcorn” popcorn. Tyrrells group includes Yarra Valley, manufacturer of Thomas Chipman and The Wholesome Food Company brands in Australia; and Aroma Snacks, manufacturer of Lisa’s kettle chips in Germany.
Goodwin’s team was led by partner Richard Lever and included partners Jon Herzog, Brad Weber and Chris Wilson, associates Stanislav Shishkin, Kristina Wahidullah and Martin Prokoph advising on the corporate aspects of the transaction; partner William Pearce, partner Ben Eaton and associate Katie Leah (UK Tax), partner Howard Cubell and Argyrios Saccopoulos (U.S. Tax); partner Scott Webster and associate Grace Wirth (Executive Compensation); and senior lawyer Ai Tajima (Risk Management).