H&N Distribution is a formulator and co-packer of healthy and natural products for direct marketing, internet sales and retail distribution markets both domestically and internationally. H&N serves the natural products, nutritional supplement and nutraceutical and functional food sectors.
The acquisition and integration of H&N's product development and packaging capabilities is part of RBT’s strategic plan to vertically integrate its business in order to leverage its proprietary and patented family of rice bran derivative ingredients. With this acquisition, the company is now capable of providing a broad range of higher margin finished product solutions for customers in retail, direct-to-consumer and multi-level marketing channels.
RBT purchased 100% of the issued and outstanding shares of H&N for $5,250,000, which included payments of $2,000,000 in cash and $3,250,000 in promissory notes. The company may satisfy its obligations under the promissory notes by paying cash or by issuing common stock at the market price, but at a price no less than $6 per share and no more than $12 per share.
As part of the acquisition, H&N's founder and CEO Mr. Mark McKnight entered into a five-year employment contract with RBT to become senior vice president of contract manufacturing and a member of the company’s senior management committee. Mr. McKnight will also assume the newly created position of president of RBT's H&N subsidiary.
W. John Short, CEO & president of RBT, commented, “The acquisition of H&N is a transformational transaction for our company in a number of ways. It will have the effect of immediately and significantly increasing revenues and improving gross profit margins in our USA Segment. In addition, this acquisition not only positions RBT to significantly increase sales in the high margin nutraceutical and functional food market, it also brings a master formulator, consummate sales professional and experienced business manager to our senior team in Mark McKnight. Throughout the due diligence period, Mark's product knowledge and customer contacts, coupled with his ability to seamlessly work as part of our senior management group, have already provided a basis for new product development and product launches as we move into the New Year. Our prospects for 2014 and beyond are significantly improved by the acquisition of H&N and the integration of Mark into our senior team.”