Hershey Foods Inc., the Hershey, Pa.-based mass-market chocolate maker, said Monday that it had agreed to pay $12 a share, or $921 million in cash, to purchase Texas-based Amplify Snack Brands Inc., the maker of Skinny Pop bagged popcorn and other salty snacks. Hershey also will take on Amplify debt and tax obligations, bringing the cost of the deal to $1.6 billion.
Though Amplify shares have lost more than half their value following disappointing profit reports since the company went public in 2015, Hershey is buying it as a "high-growth snack company" that currently supplies more than one-fifth of the U.S. ready-to-eat popcorn market, Hershey chief executive Michele G. Buck told investors in a conference call.
She wants Hershey to build "an innovative snacking powerhouse" from acquired brands and higher sales of Hershey's meat-snacks line. Other Amplify brands include Tyrrells, Oatmega, and Paqui.
Buck said Amplify's products are highly profitable, noting that the company kept 23.5 cents for every dollar sold (not counting debt, interest, taxes, or amortization/depreciation).
But that margin hasn't been growing, and recent profits "kind of came in flat," Kenneth Zaslow, analyst at BMO Capital Markets, said in the investor conference. Buck blamed "distractions" from Amplify's recent acquisitions and merger talks, and said she expected Hershey's powerful marketing and distribution machine would be able to cut costs and boost sales of Amplify products.
Some observers noted that Hershey actually is paying for brands and intellectual property, not products or physical production. "Hershey doesn't really have manufacturing experience in popcorn, while Amplify has very little, relying mostly on co-packing" by outsourcing partners, said Neil Kulkarni, analyst for Credit Suisse.
"This is a very small deal for Hershey — a company worth less than $500 million [before Hershey's offer] is being acquired by a company worth around $24 billion," said Robert Costello, owner of Costello Asset Management in Feasterville and a longtime observer of Philadelphia-area food companies. "Hershey got out of salty snacks in the early 1990s. Now, they are getting back in as they've become more popular again." He noted that the company recently introduced a Hershey's Gold line of salty, chocolate-free bars.
Costello said investors will be skeptical: "Every time Hershey tries to get out of the chocolates category, they've stumbled. It's hard to integrate these businesses, as Campbell Soup could tell them."
Hershey is paying a fat premium of more than 70 percent above Amplify's share price last Friday. Amplify first sold shares to the public in 2015 at $18 a share and has declined ever since, closing below $5 for the first time last month after reporting disappointing sales and profits. Hershey will also take on about $600 million in Amplify debt as part of the deal.
Hershey's shares rose Monday, closing at $114.26, up 0.12, or 0.11 percent. Amplify's shares rocketed 71.57 percent, closing at $12.01, up 5.01.
Under CEO Buck, Hershey has been trying to bulk up and remain independent. Though it is dominant in the U.S. chocolate market, the company has been the subject of takeover offers, most recently by Mondelez, which makes Oreos and has shut a string of former Kraft and Nabisco plants, including one in Northeast Philadelphia, as it consolidates its U.S. cracker and cookie brands.
Like most U.S. companies, Hershey's largest owners are the Vanguard and BlackRock investment operations, which control about 7 percent each for their clients. But the company's voting shares have been controlled by the Hershey Trust, which has in the past opposed selling the company, and which uses its 5.5 percent stake to lavishly fund the Milton Hershey School for impoverished children.