Compass-owned Manitoba Harvest buys Hemp Oil Canada

Fresh Hemp Foods Ltd, a.k.a. Manitoba Harvest, acquired in July by U.S. private equity firm The Compass Group, has bought Hemp Oil Canada Inc. The purchase price was about $42 million. Based in Ste. Agathe, Manitoba, Hemp Oil Canada is a wholesale producer, private label packager and custom processor of hemp food products and ingredients. Compass said the deal will expand Manitoba Harvest’s manufacturing capacity, build out its ingredients business, and grow and diversify its customer base. As reported by PE Hub Canada, the sale of Manitoba Harvest to Compass for $132.5 million gave an exit to its backer, Canadian venture capital firm Avrio Capital.


Compass Diversified Holdings Subsidiary, Manitoba Harvest, Acquires Hemp Oil Canada

Accretive Add-on Acquisition of Industry Pioneer, Expands Manufacturing Capacity, Grows Ingredients Business, and Diversifies and Expands Customer Base

WESTPORT, Conn., Dec. 15, 2015 /PRNewswire/ — Compass Diversified Holdings (NYSE: CODI) (“CODI” or the “Company”), an owner of leading middle market businesses, announced today that its subsidiary, Fresh Hemp Foods Ltd. (“Manitoba Harvest”), has acquired Hemp Oil Canada, Inc. (“HOCI”) for a purchase price of C$42 million, not including working capital and certain other adjustments.

Founded in 1998, HOCI is a pioneer and leading bulk wholesale producer, private label packager and custom processor of hemp based food products and ingredients. HOCI offers a broad range of hemp based products, including certified Organic, Kosher, and Halal. The company’s recently completed state-of-the-art 35,000 square foot production facility is allergen-free and Food Safety System Certification (FSSC) 2200 certified. For the trailing twelve months ended October 31, 2015, HOCI reported net revenue of approximately C$18 million and EBITDA of approximately C$5 million. CODI funded the purchase price through available cash on its balance sheet.

Commenting on the transaction, Alan Offenberg, CEO of CODI, said, “Following our platform acquisition of Manitoba Harvest in July, we are pleased to make this accretive add-on acquisition, which will further drive Manitoba Harvest’s already strong growth trajectory. By adding this attractive business, Manitoba Harvest will significantly expand its manufacturing capacity, build out its ingredients business, and grow and diversify its customer base. With a strong balance sheet and considerable financial flexibility, CODI remains well positioned to continue to pursue both attractive platform and add-on acquisitions.”

Mike Fata, CEO of Manitoba Harvest, stated, “HOCI is a pioneer in the industry and we are excited to work with its management team and experienced staff, as we seek to further accelerate our growth potential. HOCI’s leading ingredients and private label business compliments our branded business, making it easier than ever for people to enjoy delicious and nutritious hemp foods at every eating occasion.”

About Compass Diversified Holdings

CODI owns and manages a diverse family of established North American middle market businesses. Each of its current subsidiaries is a leader in its niche market.

CODI maintains controlling ownership interests in each of its subsidiaries in order to maximize its ability to impact long term cash flow generation and value. The Company provides both debt and equity capital for its subsidiaries, contributing to their financial and operating flexibility. CODI utilizes the cash flows generated by its subsidiaries to invest in the long-term growth of the Company and to make cash distributions to its shareholders.

Our eight majority-owned subsidiaries are engaged in the following lines of business:
•The manufacture of quick-turn, small-run and production rigid printed circuit boards (Advanced Circuits);
•The design and manufacture of medical therapeutic support surfaces and other wound treatment devices (Anodyne Medical Device, also doing business and known as Tridien Medical);
•The manufacture of engineered magnetic solutions for a wide range of specialty applications and end-markets (Arnold Magnetic Technologies);
•Environmental services for a variety of contaminated materials including soils, dredged material, hazardous waste and drill cuttings (Clean Earth);
•The design and marketing of wearable baby carriers, strollers and related products (Ergobaby);
•The design and manufacture of premium home and gun safes (Liberty Safe);
•The manufacture and marketing of branded, hemp-based food products (Manitoba Harvest); and
•The manufacture and marketing of portable food warming fuel and creative table lighting solutions for the foodservice industry (SternoCandleLamp).

In addition, we own approximately 41% of the common stock of Fox Factory Holding Corp. (“FOX”, Nasdaq: FOXF), a former subsidiary business that completed its initial public offering in August 2013. FOX designs and manufactures high-performance suspension products primarily for mountain bikes, side-by-side vehicles, on-road and off-road vehicles and trucks, all-terrain vehicles, snowmobiles, specialty vehicles and applications, and motorcycles.

This press release may contain certain forward-looking statements, including statements with regard to the future performance of CODI. Words such as “believes,” “expects,” “projects,” and “future” or similar expressions, are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements, and some of these factors are enumerated in the risk factor discussion in the Form 10-K filed by CODI with the SEC for the year ended December 31, 2014 and other filings with the SEC. Except as required by law, CODI undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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