Natural Foods Merchandiser

Natural products industry news beat

Allowed synthetic substances upheld
A U.S. District Court judge last month upheld the 2005 amendments to the Organic Foods Production Act, maintaining the current list of allowed synthetic substances in post-harvest handling of organic products. Federal Judge D. Brock Harvey of the District of Maine dismissed a legal action filed by Maine blueberry farmer Arthur Harvey alleging the U.S. secretary of agriculture had failed to meet the requirements set by last year's amendments. Harvey has been legally challenging the National Organic Program's list of allowed substances since 2002.


Penton merging
Penton Media Inc. announced Nov. 2 that its board of directors approved a definitive agreement pursuant to which Prism Business Media Holdings Inc. will acquire 100 percent of the capital stock of Penton in an all-cash transaction for aggregate consideration of $194.2 million. The total value of the transaction, including debt, is approximately $530 million. Penton is the parent company of New Hope Natural Media, which publishes The Natural Foods Merchandiser.

"This transaction delivers outstanding value for all of Penton's stockholders," said David Nussbaum, chief executive officer of Penton. "The combination of Penton and Prism will create a company with the capital structure, talent and infrastructure to continue on a very strong growth path."

Credit Suisse Securities (USA) LLC acted as exclusive financial adviser, and Ropes & Gray LLP acted as legal adviser to Penton and its board in connection with the transaction.

Allen & Co. LLC acted as financial adviser, and Morris, Nichols, Arsht & Tunnell LLP acted as legal adviser to the special committee of the board of Penton in the transaction.

The transaction is subject to customary closing conditions, including expiration or termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, and approval by Penton stockholders. Penton expects the transaction to close in the first half of 2007.

Natural Foods Merchandiser volume XXVII/number 12/p. 7

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