CARLE PLACE, N.Y. & MEDFORD, Ore.--(BUSINESS WIRE)--
1-800-FLOWERS.COM, Inc. (NASDAQ: FLWS) (the “Company”), a leading
multi-channel retailer of thoughtful gifts for all occasions, today
announced the signing of a definitive agreement to acquire Harry & David
Holdings, Inc., (“Harry & David”) a leading multi-channel specialty
retailer and producer of branded premium gift-quality fruit, gourmet
food products and other gifts marketed under the Harry & David®,
Wolferman's® and Cushman's® brands. Signature Harry & David® products
include its flagship Royal Riviera® pears, Fruit-of-the-Month Club®
products, Tower of Treats® gifts, Moose Munch® caramel and chocolate
popcorn snacks, Wolferman's® specialty English muffins and other
breakfast products, and Cushman's® HoneyBells citrus gifts, among other
products.
The acquisition, for $142.5 million in cash, includes Harry & David's
brands and websites as well as its headquarters, manufacturing and
distribution facilities and orchards in Medford, Oregon, a warehouse and
distribution facility in Hebron, Ohio and 47 Harry & David retail stores
located throughout the country. Harry & David's current senior
management team will remain with the business, which will become a
wholly owned subsidiary of 1-800-FLOWERS.COM, Inc.
Jim McCann, CEO of 1-800-FLOWERS.COM, Inc., said, “We are extremely
pleased to be adding the iconic Harry & David name to our growing family
of great gifting brands. Harry & David has steadily grown its top and
bottom-line for the past several years, with revenues reaching nearly
$400 million in its most recent reported fiscal year. This combination
will increase our total annual revenue to more than $1 billion and add
to our EBITDA, EPS and Free Cash Flow. It also further extends our
position as the leading destination for all of our customers'
celebratory and gifting occasions and significantly enhances our gift
offering in the growing Gourmet Food and Gift Baskets space.”
“We are thrilled to be joining the 1-800-FLOWERS.COM family,” said Craig
Johnson, Harry & David's Chief Executive Officer. “This announcement is
a clear endorsement of the remarkable work that our talented team has
put in over the past several years to rebuild the iconic Harry & David
brand. 1-800-FLOWERS.COM is a phenomenal organization, which shares our
commitment to providing inspiring and innovative premium-quality
products and exceptional service to customers. I am confident that by
joining forces, we will benefit by gaining access to a robust
infrastructure, distribution network, global presence, and enhanced
resources, which will enable us to continue to cultivate and grow the
one-of-a-kind Harry & David® brand.”
McCann noted that the deal would be accretive to the Company's top and
bottom line results in the current fiscal year. “In addition, we believe
there are some significant synergies, in terms of both operating costs
and revenue growth opportunities, that will further enhance the value of
the combined businesses in both the near term and in the years to come,”
he said.
The acquisition will provide 1-800-FLOWERS.COM, Inc. with a number of
complementary and highly leveragable assets, including:
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A large customer database consisting of both consumers and corporate
accounts,
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A website with significant and growing customer traffic,
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A unique collection of proprietary gift products and brands that
engender strong customer loyalty, and
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A strong operational infrastructure consisting of geographically
dispersed manufacturing, warehousing and distribution facilities.
“Harry & David also brings with it a highly skilled team of employees
that has done an excellent job of burnishing the Harry & David brand
while driving top and bottom-line growth for the past several years.
Importantly, they also share 1-800-FLOWERS.COM's dedication to exemplary
customer service, our focus on high quality and truly original product
designs and our omni-channel go-to-market business strategy. Added to
our great family of gourmet food gift brands, including Fannie May,
Cheryl's, The Popcorn Factory, FruitBouquets, 1-800-Baskets.com and
Stockyards.com, Harry & David helps position us as a leading player in
the growing, multi-billion dollar gourmet food gifts space where we see
opportunities for top and bottom line growth and significantly enhanced
shareholder value,” said McCann.
1-800-FLOWERS.COM, Inc. has secured committed funding for the
acquisition from JP Morgan Chase and Wells Fargo Bank. The acquisition
is expected to close in October 2014, subject to the satisfaction of
customary closing conditions, including regulatory approval. Wells Fargo
Securities is serving as exclusive financial advisor
to 1-800-FLOWERS.COM, Inc. and Centerview Partners, LLC and Piper
Jaffray & Co. are serving as financial advisors to Harry & David
Holdings, Inc. Cahill Gordon & Reindel LLP and Jones Day are serving as
legal counsel for 1-800-FLOWERS.COM, Inc. and Harry & David Holdings,
Inc., respectively.
About 1-800-FLOWERS.COM, Inc.
1-800-FLOWERS.COM, Inc. is the world's leading florist and gift shop.
For more than 35 years, 1-800-FLOWERS® (1-800-356-9377 or www.1800flowers.com)
has been helping deliver smiles for our customers with gifts for every
occasion, including fresh flowers and the finest selection of plants,
gift baskets, gourmet foods, confections, candles, balloons and plush
stuffed animals. As always, our 100% Smile Guarantee backs every gift.
1-800-FLOWERS.COM has been honored in Internet Retailer's “Hot 500
Guide” for 2013. The 1-800-FLOWERS.COM mobile commerce site was
recognized with a Gold Award in the Ecommerce/Shopping category of the
2012 Horizon Interactive Awards. 1-800-FLOWERS.COM was also rated number
one vs. competitors for customer service by STELLAService in 2011 and
named by the E-Tailing Group as one of only nine online retailers out of
100 benchmarked to meet the criteria for Excellence in Online Customer
Service in 2011. The Company's BloomNet® international floral wire
service (www.mybloomnet.net)
provides a broad range of quality products and value-added services
designed to help professional florists grow their businesses profitably.
The Company's Gourmet Foods and Gift Baskets offering includes gifts
such as popcorn and specialty treats from: The Popcorn Factory®
(1-800-541-2676 or www.thepopcornfactory.com);
cookies and baked gifts from Cheryl's® (1-800-443-8124 or www.cheryls.com);
premium chocolates and confections from Fannie May® confections brands (www.fanniemay.com
and www.harrylondon.com);
gift baskets and towers from 1-800-Baskets.com® (www.1800baskets.com);
carved fresh fruit arrangements from FruitBouquets.comsm (www.fruitbouquets.com);
top quality steaks and chops from Stock Yards® (www.stockyards.com).
The Company's Celebrations® brand (www.celebrations.com)
is a leading online destination for party planning ideas and tips and
its FineStationery.com® (www.finestationery.com)
brand provides premium branded customizable invitations and personal
stationery for all occasions. 1-800- FLOWERS.COM, Inc. is involved in a
broad range of corporate social responsibility initiatives including
continuous expansion and enhancement of its environmentally-friendly
“green” programs as well as various philanthropic and charitable
efforts. Shares in 1-800-FLOWERS.COM, Inc. are traded on the NASDAQ
Global Select Market, ticker symbol: FLWS.
About Harry & David
Nearly 80 years ago, Harry and David Holmes turned their extraordinary
pears into the perfect gourmet gift. You can still send Harry & David's
Royal Riviera® Pears as well as many other high quality fresh fruits,
handpicked to exacting standards in 19 local orchards and in many other
orchards around the world. Harry & David makes it easy to send gourmet
gift baskets and edible fruits in addition to many flavors of Moose
Munch® Popcorn, chocolate dipped pears, truffles and much more, most of
which are made in Harry & David's own kitchens from recipes honed over
time. Harry & David hand-packs its gift baskets and exclusively designed
gift boxes and tops them off with a hand-tied bow. These great gifts are
then shipped to arrive on time, in perfect condition; guaranteed.
Through Harry & David's stores, wholesale, catalogs and websites, all of
its gourmet food and gifts, including its Cushman's and Wolferman's
brands, are designed for festive occasions, entertaining and enjoyment
throughout the year.
Special Note Regarding Forward-Looking
Statements:
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements represent the Company's current expectations
or beliefs concerning future events and can generally be identified by
the use of statements that include words such as “estimate,” “expects,”
“project,” “believe,” “anticipate,” “intend,” “plan,” “foresee,”
“likely,” “will,” or similar words or phrases. These forward-looking
statements are subject to risks, uncertainties and other factors, many
of which are outside of the Company's control, which could cause actual
results to differ materially from the results expressed or implied in
the forward- looking statements, including, among others: the Company's
ability to obtain the necessaryfinancing to fund the proposed
acquisition of Harry & David; its ability to get regulatory and other
approvals necessary to complete the acquisition of Harry & David; its
ability to achieve the stated expectation of accretive top and
bottom-line results related to the acquisition of Harry & David; its
ability to cost effectively acquire and retain customers; the outcome of
contingencies, including legal proceedings in the normal course of
business; its ability to compete against existing and new competitors;
its ability to manage expenses associated with sales and marketing and
necessary general and administrative and technology investments and
general consumer sentiment and economic conditions that may affect
levels of discretionary customer purchases of the Company's products.
The Company undertakes no obligation to publicly update any of the
forward-looking statements, whether as a result of new information,
future events or otherwise, made in this release or in any of its SEC
filings except as may be otherwise stated by the Company. For a more
detailed description of these and other risk factors, and a list of
definitions of non-GAAP terms, including EBITDA and Free Cash Flow,
among others, please refer to the Company's SEC filings including the
Company's Annual Reports on Form 10-K and its Quarterly Reports on Form
10-Q. Consequently, you should not consider any such list to be a
complete set of all potential risks and uncertainties.
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