M&A - Celsius Holdings, Inc.

Form Type: 10-Q

Filing Date: 2025-05-06

Corporate Action: Acquisition

Type: New

Accession Number: 000134176625000080

Filing Summary: Celsius Holdings, Inc. has filed its quarterly report for the period ending March 31, 2025, highlighting significant financial performance and operational updates. The report details the completion of the acquisition of Alani Nutrition LLC on April 1, 2025, which was valued at $1,275 million in cash, plus equity and potential performance incentives. The total revenue reported for Q1 2025 was $329.3 million, a decrease from $355.7 million in the same period last year, attributed to varying market conditions. The cost of revenue decreased as well to $156.9 million, resulting in a gross profit of $172.4 million. Administrative expenses were recorded at $120.3 million, leading to an operating income of $52 million. The net income for the quarter was $44.4 million, with earnings per share of $0.15. The report also disclosed changes in stockholder equity and the company’s commitment towards acquiring strategic partnerships, particularly with PepsiCo, who holds a significant interest in the company.

Form Type: DEF 14A

Filing Date: 2025-04-14

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525080192

Filing Summary: Celsius Holdings, Inc. submitted its definitive Proxy Statement for the Annual Meeting of Stockholders scheduled for May 28, 2025. The company reported an annual revenue increase of 3% year-over-year to $1.36 billion, despite a decline in net income attributed to distributor order timing and increased promotional activity. Significant strategic acquisitions include the planned purchase of Alani Nu for $1.65 billion, which aims to enhance consumer reach and product differentiation. Additionally, the acquisition of Big Beverages will vertically integrate operations, improving supply chain flexibility and innovation. Celsius aims to strengthen its retail footprint and broaden international distribution, reporting a 37% increase in points of distribution within the U.S. and the launch of operations in several new countries. The statement details various proposals for the Annual Meeting, including director elections, compensation approvals for executives, and amendments to the Articles of Incorporation. The company encourages stockholders to vote and provides multiple options for submitting proxies.

Form Type: PRE 14A

Filing Date: 2025-04-02

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525071343

Filing Summary: Celsius Holdings, Inc. has presented its preliminary proxy statement for its 2025 Annual Meeting of Stockholders scheduled for May 28, 2025. The document highlights the company's growth trajectory and financial results for 2024, reporting an annual revenue increase to $1.36 billion, a 3% rise year-over-year, despite challenges such as a decline in net income by 36% to $145 million. Key strategic initiatives include a significant acquisition of Alani Nu, a wellness lifestyle brand, for $1.65 billion, aimed at enhancing consumer reach and market position. Additionally, Celsius has completed the acquisition of Big Beverages, which supports its supply chain and innovation capabilities. The company has expanded internationally and increased its retail presence significantly, now boasting over 241,000 retail outlets in the U.S. Celsius's focus on innovation continues with new product launches in the energy and hydration categories. The proxy statement outlines the various proposals for shareholder voting, including the election of directors, approval of executive compensation, and the increase of authorized common stock from 300 million to 400 million shares.

Form Type: 8-K

Filing Date: 2025-04-01

Corporate Action: Acquisition

Type: New

Accession Number: 000134176625000069

Filing Summary: On April 1, 2025, Celsius Holdings, Inc. completed the acquisition of Alani Nutrition LLC as per the Membership Interest Purchase Agreement signed on February 20, 2025. Celsius acquired all issued and outstanding membership interests of Alani Nu for a total consideration of approximately $1.25 billion in cash, 22,451,224 shares of common stock, and potential additional cash based on future sales. A transition services agreement was executed with Congo Brands for customary services post-acquisition. Additionally, a Credit Agreement was entered into to fund part of the acquisition, allowing for up to $900 million in loans.

Form Type: 8-K

Filing Date: 2025-03-12

Corporate Action: Acquisition

Type: New

Accession Number: 000134176625000056

Filing Summary: Celsius Holdings, Inc. announced on February 20, 2025, that it has entered into a Membership Interest Purchase Agreement to acquire all issued and outstanding membership interests in Alani Nutrition LLC. This acquisition is subject to customary closing conditions, including compliance with the Hart-Scott-Rodino Antitrust Improvements Act waiting period, which expired on March 10, 2025. The company anticipates the transaction to close as early as April 2025, pending fulfillment of the remaining conditions. The report includes forward-looking statements regarding the transaction's timeline and conditions that may affect its completion.

Form Type: 10-K

Filing Date: 2025-03-03

Corporate Action: Acquisition

Type: New

Accession Number: 000134176625000024

Filing Summary: This Annual Report on Form 10-K for Celsius Holdings, Inc. discusses the company's business performance for the fiscal year ended December 31, 2024. The report outlines forward-looking statements regarding their acquisition strategy, particularly focusing on the integration of Alani Nutrition LLC ("Alani Nu") and its expected impact on future financial performance. The company emphasizes the importance of maintaining strong relationships with significant distribution partners, such as PepsiCo, and the risks associated with potential disagreements or terminations of these partnerships. The report also highlights challenges in managing future growth, reliance on external co-packers, and the strategic nature of customer relationships. The section on risk factors details potential operational and market risks, including regulatory compliance, cybersecurity threats, and the competitive landscape in the functional beverage industry. The report indicates the aggregate market value of Celsius's common stock as approximately $9.8 billion as of June 30, 2024, showcasing solid market positioning. Lastly, the company notes its focus on international expansion and the associated risks therein.

Form Type: 8-K

Filing Date: 2025-02-20

Corporate Action: Acquisition

Type: New

Accession Number: 000134176625000018

Filing Summary: On February 20, 2025, Celsius Holdings, Inc. entered into a Membership Interest Purchase Agreement to acquire Alani Nutrition LLC. The acquisition involves a total consideration ranging from $1.775 billion to $1.8 billion, which includes $1.275 billion in cash, approximately 22.45 million shares of Celsius common stock valued at $500 million, and potential additional cash of up to $25 million based on future sales performance. The transaction is expected to close in the second quarter of 2025, subject to customary conditions, including antitrust approvals. The agreement outlines specific responsibilities for the Sellers and includes termination rights. Celsius also announced its fourth quarter earnings on the same date, reflecting on its financial condition alongside the acquisition news.