Company Overview - Else Nutrition Holdings Inc. is focused on developing innovative, clean, and plant-based food and nutrition products for various age groups, including infants, toddlers, children, and adults [2] - The company offers a plant-based, non-soy formula as an alternative to dairy-based formulas, which has gained significant traction in the market [2] Recent Developments - The Toronto Stock Exchange has granted Else Nutrition an extension to hold its annual general meeting by September 30, 2025 [1] Product Performance - Since launching its Plant-Based Complete Nutrition for Toddlers, the brand has received numerous positive testimonials from parents and has achieved rapid sales growth [2] - Else Super Cereal reached the 1 Best Seller position in Baby Cereal across all brands on Amazon in September 2022 [6] Awards and Recognition - The company has received several awards, including the "2017 Best Health and Diet Solutions" award at Milan's Global Food Innovation Summit and the "Best Dairy Alternative" Award in 2021 at the World Plant-Based Expo [6]

Transaction Overview - The enterprise value of the transaction is $856 million, representing a multiple of 116x CY'17E EBITDA of $74 million[35] - The selling shareholders will receive $628 million in cash consideration and approximately 10 million rollover shares at $1000 per share at closing[35] - A common stock private placement will occur in the amount of 10 million shares at $1000 per share, totaling $100 million[35] Atkins Business & Financials - Atkins is estimated to have calendar year 2017E net sales of $411 million and EBITDA of $74 million[21] - The Atkins brand has approximately $600 million in retail sales[22] - Atkins U S snacking point-of-sale takeaway growth has had a compound annual growth rate of 16% from 2008 to 2016[27] - Atkins has attractive margins, with a gross margin of approximately 47% and an EBITDA margin of approximately 18%[25] Market Position & Growth Strategy - Atkins holds a leadership position in its section of the store, with approximately 40% share-of-shelf[25] - The company sees an opportunity to expand its target audience by 4x[25] - Atkins is the category leader in total nutritional snacking with 117% market share[45]