Lifeway Provides Additional Information Regarding Reasons for Rejecting Danone's Revised Proposal
Lifeway Foods (NASDAQ: LWAY) has rejected Danone's revised unsolicited proposal of $27.00 per share, stating it substantially undervalues the company. The Board highlighted Lifeway's strong performance, including 20 consecutive quarters of year-over-year growth and a 788% total shareholder return over five years. From 2019 to 2023, revenue grew 71% to $160 million, with gross profit increasing 92%. The company forecasts Adjusted EBITDA to grow from $22 million in 2023 to $45-50 million by 2027. The Board believes their standalone plan offers superior value compared to Danone's proposal.
Lifeway Foods (NASDAQ: LWAY) ha respinto la proposta revisionata e non richiesta di Danone di 27,00$ per azione, affermando che essa sottovaluta sostanzialmente l'azienda. Il Consiglio ha evidenziato l'ottima performance di Lifeway, che include 20 trimestri consecutivi di crescita anno dopo anno e un ritorno totale per gli azionisti del 788% in cinque anni. Dal 2019 al 2023, i ricavi sono aumentati del 71% arrivando a 160 milioni di dollari, con un aumento del profitto lordo del 92%. L'azienda prevede che l'EBITDA rettificato cresca da 22 milioni di dollari nel 2023 a 45-50 milioni di dollari entro il 2027. Il Consiglio ritiene che il loro piano indipendente offra un valore superiore rispetto alla proposta di Danone.
Lifeway Foods (NASDAQ: LWAY) ha rechazado la propuesta revisada no solicitada de Danone de 27,00$ por acción, afirmando que subestima sustancialmente a la empresa. La Junta destacó el sólido desempeño de Lifeway, que incluye 20 trimestres consecutivos de crecimiento interanual y un retorno total para los accionistas del 788% en cinco años. Desde 2019 hasta 2023, los ingresos crecieron un 71% alcanzando los 160 millones de dólares, con un aumento del 92% en la utilidad bruta. La empresa prevé que el EBITDA Ajustado crezca de 22 millones de dólares en 2023 a 45-50 millones de dólares para 2027. La Junta considera que su plan independiente ofrece un valor superior en comparación con la propuesta de Danone.
라이프웨이 푸드 (NASDAQ: LWAY)는 다논의 수정된 비공식 제안인 주당 27.00달러를 거부하며, 이는 회사의 가치를 상당히 저평가한다는 입장을 밝혔습니다. 이사회는 라이프웨이의 뛰어난 성과를 강조하며 20분기 연속으로 전년 대비 성장과 5년 동안 총 주주 수익률 788%을 기록했습니다. 2019년에서 2023년 사이에 수익은 71% 증가하여 1억 6천만 달러에 달하고, 총 이익은 92% 증가했습니다. 회사는 조정된 EBITDA가 2023년 2200만 달러에서 2027년까지 4500만-5000만 달러로 성장할 것으로 예상하고 있습니다. 이사회는 독립적인 계획이 다논의 제안에 비해 더 높은 가치를 제공한다고 믿고 있습니다.
Lifeway Foods (NASDAQ: LWAY) a rejeté la proposition révisée et non sollicitée de Danone de 27,00$ par action, affirmant qu'elle sous-estime considérablement l'entreprise. Le Conseil a souligné la forte performance de Lifeway, y compris 20 trimestres consécutifs de croissance d'une année sur l'autre et un retour total des actionnaires de 788% sur cinq ans. De 2019 à 2023, les revenus ont augmenté de 71% pour atteindre 160 millions de dollars, avec un bénéfice brut en hausse de 92%. L'entreprise prévoit que l'EBITDA ajusté passe de 22 millions de dollars en 2023 à 45-50 millions de dollars d'ici 2027. Le Conseil estime que leur plan autonome offre une valeur supérieure par rapport à la proposition de Danone.
Lifeway Foods (NASDAQ: LWAY) hat das überarbeitete, unaufgeforderte Angebot von Danone in Höhe von 27,00$ pro Aktie zurückgewiesen und erklärt, dass es das Unternehmen erheblich unterbewertet. Der Vorstand hob die starke Leistung von Lifeway hervor, zu der 20 aufeinanderfolgende Quartale mit einem jährlichen Wachstum sowie eine Gesamtrendite für Aktionäre von 788% über fünf Jahre gehören. Von 2019 bis 2023 wuchsen die Einnahmen um 71% auf 160 Millionen Dollar, während der Bruttogewinn um 92% anstieg. Das Unternehmen prognostiziert, dass das bereinigte EBITDA von 22 Millionen Dollar im Jahr 2023 auf 45-50 Millionen Dollar bis 2027 steigen wird. Der Vorstand ist der Ansicht, dass ihr eigenständiger Plan einen höheren Wert bietet als das Angebot von Danone.
- 20 consecutive quarters of year-over-year topline growth
- 788% total shareholder return over past five years
- Revenue growth of 71% from 2019 to 2023 ($94M to $160M)
- 92% gross profit increase over five-year period
- Projected Adjusted EBITDA growth from $22M to $45-50M by 2027
- #1 kefir brand position with double-digit growth
- None.
Insights
The rejection of Danone's
The implied
The kefir market positioning presents a compelling growth narrative. LWAY's market leadership in the probiotics space coincides with increasing consumer awareness of gut health benefits, creating a strong moat. The company's ability to maintain double-digit growth while outperforming broader food industry metrics suggests untapped market potential.
The rejection of Danone's offer, while maintaining openness to other proposals, indicates confidence in LWAY's competitive position and growth trajectory. The focus on product adjacencies and operational improvements shows a clear path to value creation beyond current market expectations.
The Board determined that Danone's
The Board has carefully evaluated the Company's standalone plan and believes it has strong potential to provide superior value to all shareholders as compared to Danone's revised proposal. The Board takes its fiduciary duties seriously and is committed to acting in the best interests of all of the Company's shareholders and other stakeholders.
Lifeway Foods is the number one kefir brand and is experiencing double-digit growth, which is eclipsing much of the rest of the dairy and food industry. As Lifeway's strong historical financial results indicate, the Company has sustained momentum with runway for significant long-term growth and margin expansion. This growth is being driven by an increasing recognition among consumers of the importance of the gut microbiome to overall health and the benefits of the naturally available high-quality protein and probiotics contained in kefir. A growing body of scientific research supports these benefits and speaks to the unique value proposition of Lifeway.
In reaching its determination regarding Danone's revised proposal, the Board also took into account the following:
- Lifeway has achieved 20 consecutive fiscal quarters of year-over-year topline growth.
- Over the past five years, Lifeway achieved a total shareholder return of
788% (as measured through September 23, 2024, the last full trading day before Danone's initial unsolicited proposal was publicly disclosed), far outperforming other high growth food and beverage peers as well as the S&P 500. - From 2019 to 2023, the Company's annual revenue has grown from
$94 million $160 million 71% increase and a14% cumulative annual growth rate ("CAGR"). - Over that same five-year period, gross profit increased
92% , representing an18% CAGR, with continued Operating Income and Adjusted EBITDA1 margin expansion over the same period achieving$17 million $22 million - The Board and management believe that Lifeway has reached an inflection point, with strong momentum in core kefir products, new product adjacencies and ongoing operational efficiency programs, which have rapidly improved profitability and which the Company expects to continue to rapidly improve profitability.
- Lifeway forecasts annual Adjusted EBITDA to grow from
$22 million $45 million $50 million - Based on the expected 2027 EBITDA range, the Danone proposal of
$27
The Company does not provide guidance for GAAP Operating Income, nor a reconciliation of any forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measures on a forward-looking basis, because it is unable to predict certain items contained in the GAAP measures without unreasonable efforts. These forward-looking non-GAAP financial measures do not include certain items, which may be significant, including, without limitation, non-recurring or non-operational expenses such as stock-based compensation, gain/loss on sale of equipment, deferred revenue and gain/loss on investments prior to payment of bonuses to employees.
Lifeway's Board and management are committed to ensuring that all shareholders are able to realize the full potential value of their investment.
Evercore is serving as a financial advisor to Lifeway, and Sidley Austin LLP is serving as legal counsel to Lifeway.
About Lifeway Foods, Inc.
Lifeway Foods, Inc., which has been recognized as one of Forbes' Best Small Companies, is America's leading supplier of the probiotic, fermented beverage known as kefir. In addition to its line of drinkable kefir, the company also produces a variety of cheeses and a ProBugs line for kids. Lifeway's tart and tangy fermented dairy products are now sold across the United States, Mexico, Ireland, South Africa, United Arab Emirates and France. Learn how Lifeway is good for more than just you at lifewayfoods.com.
Forward-Looking Statements
This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include all statements that are not historical statements of fact and those regarding Lifeway's intent, belief, plans or expectations for Lifeway's business, operations, financial performance or condition, including, without limitation, statements regarding expected growth in profitability and forecasted Adjusted EBITDA. These statements use words such as "continue," "believe," "expect," "anticipate," "plan," "project," "estimate," "outlook," "potential," "forecast" and similar expressions or future or conditional verbs such as "will," "should," "would," "may" and "could." You are cautioned not to rely on these forward-looking statements. These forward-looking statements are made as of the date of this press release, are based on current expectations of future events and thus are inherently subject to a number of risks and uncertainties, many of which involve factors or circumstances beyond Lifeway's control. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from Lifeway's expectations and projections. These risks, uncertainties and other factors include: price competition; the decisions of customers or consumers; the actions of competitors; changes in the pricing of commodities; the effects of government regulation; possible delays in the introduction of new products; customer acceptance of products and services; and other factors discussed in Part I, Item 1A "Risk Factors" of Lifeway's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and Part II, Item 1A "Risk Factors" of Lifeway's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024. Lifeway expressly disclaims any obligation to update any forward-looking statements (including, without limitation, to reflect changed assumptions, the occurrence of anticipated or unanticipated events or new information), except as required by law.
Non-GAAP Financial Measures
This press release refers to Adjusted EBITDA, which is a financial measure that has not been prepared in accordance with
Reconciliation of Non-GAAP Financial Measures to Reported Financial Measures
Adjusted EBITDA*
(In millions) | 2019 | 2020 | 2021 | 2022 | 2023 |
Operating Income (GAAP) | ( | ||||
Depreciation | 3.1 | 3.1 | 2.8 | 2.4 | 2.6 |
Amortization | 0.2 | 0.2 | 0.1 | 0.5 | 0.5 |
Stock-Based Compensation | 0.8 | 0.4 | 1.1 | 1.1 | 1.5 |
Adjusted EBITDA (non-GAAP)** |
* Adjusted EBITDA is defined as Operating Income, as reported, plus Depreciation and Amortization, plus Stock-Based Compensation. Management believes that presentation of Adjusted EBITDA provides helpful supplemental information to investors regarding the Company's profitability. Adjusted EBITDA is used in the Company's executive compensation program as a means of incentivizing the driving of short-term and long-term growth.
** Totals may not sum due to rounding.
Contacts:
Derek Miller
Vice President of Communications, Lifeway Foods
Email: derekm@lifeway.net
OR
Longacre Square Partners
Joe Germani / Miller Winston
Email: LWAY@longacresquare.com
1 Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA is defined as Operating Income, as reported, plus Depreciation and Amortization, plus Stock-Based Compensation. See the accompanying tables for reconciliations of Adjusted EBITDA to Operating Income.
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SOURCE Lifeway Foods, Inc.
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