Offering “significant opportunities for synergy and growth,” Atrium Innovations Inc. has acquired Garden of Life, a formulator, distributor and marketer of nutritional supplement products with $52 million in annual revenue. Garden of Life products are sold in nearly 12,000 U.S. health food and specialty retail outlets, including major chains, as well as in thousands of independent stores. The company is widely recognized throughout the fast-growing U.S. and Canadian nutritional supplement industries as a leader in innovation, efficacious and science-based products. Under the terms of the transaction, Atrium will pay Garden of Life an initial consideration of $35 million, $32.5 million in cash, of which $12 million is coming from the working capital, and $2.5 million in the form of newly issued common shares in Atrium. Moreover, Atrium will assume a bank debt of $2.5 million. An adjustment payment will be made at the end of fiscal year 2009. The initial purchase price is based upon a 6.5 multiple of the actual 2009 earnings before interest, taxes, depreciation and amortization (“EBITDA”). Earn-out payments have also been structured and will be based upon a percentage of incremental EBITDA in 2010 and 2011 above a minimum growth level. Manufacturing synergies will be ascribed to Atrium as they are not part of the earn-out payments and this transaction is immediately accretive. Jordan Rubin, CEO and founder of Garden of Life, Brian Ray, president, and the other members of the company’s management team will retain their positions following this transaction.