Pinnacle Foods Sold

Monday, February 12th 2007, 9:54 am

By: News On 6

MOUNTAIN LAKES, N.J. (AP) _ Pinnacle Foods Group Inc., the privately held owner of Duncan Hines baking mixes, Hungry Man and Swanson frozen dinners and Vlasic pickles, has agreed to be acquired by a group led by the buyout specialist Blackstone Group for about $1.3 billion in cash.

Former Kraft Foods Inc. Chief Executive Roger Deromedi will become chairman when the deal closes, the companies said in announcing the deal on Monday.

In addition to the cash payment, the buyers will assume about $900 million in debt, Pinnacle spokesman Roy Winnick said.

Under the deal, a Blackstone affiliate is expected to combine with Pinnacle's direct owner, Crunch Holding Corp.

Pinnacle employs more than 3,000 workers, owns seven manufacturing facilities in the United States, and generates approximately $2.1 billion in annual gross sales.

The Vlasic business, which had included Swanson, was spun off by Campbell Soup Co. of Camden, N.J., in 1998.

Pinnacle brands now also include Celeste pizza, Van de Kamp's and Mrs. Paul's seafood, Log Cabin and Mrs. Buttersworth's syrups, Armour canned meat, Lender's bagels and Aunt Jemima breakfast foods.

The deal is the second acquisition for New York-based Blackstone in less than a week. On Friday, Blackstone completed its $23 billion purchase of Chicago-based Equity Office Properties Trust. Blackstone prevailed with an offer of $55.50 a share after Vornado Realty Trust, of Paramus, N.J., withdrew its bid of $56 a share.

Pinnacle is jointly owned by affiliates of J.P. Morgan Partners LLC (now known as CCMP Capital Advisors, LLC), J.W. Childs Associates, L.P., CDM Group and by former bondholders of Aurora Foods Inc.

CDM Group is an investment company controlled by Pinnacle Foods Executive Chairman C. Dean Metropoulos.

Metropoulos assembled the investor group that acquired Aurora Foods out of bankruptcy in March 2004 and combined it with Pinnacle Foods. Pinnacle acquired Armour in March 2006 from Dial Corp., Pinnacle said.

The boards of Pinnacle, Crunch and Crunch Equity Holding LLC have approved the transaction.

The acquisition is expected to close in the first half of the year, subject to customary closing conditions.