EX-99.1 5 exhibit991.htm EX-99.1 exhibit991
exhibit991p1i0
Exhibit 99.1
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Contacts:
Sherman Miller, President and CEO
Max P. Bowman, Vice President and CFO
(601) 948-6813
CAL-MAINE FOODS, INC. ANNOUNCES ACQUISITION OF
EGG PRODUCTION ASSETS OF ISE AMERICA, INC.
RIDGELAND, Miss. (June
 
28, 2024) -
 
Cal-Maine Foods, Inc.
 
(NASDAQ: CALM) (“Cal-Maine
 
Foods” or the
“Company”) today announced the Company has completed the acquisition of substantially all the assets of
ISE America, Inc. and
 
certain affiliates (“ISE”) for approximately
 
$110 million. Cal-Maine Foods is
 
funding
the
 
acquisition
 
with
 
available
 
cash
 
on
 
hand.
 
The
 
acquired
 
ISE
 
assets
 
include
 
commercial
 
shell
 
egg
production
 
and
 
processing
 
facilities
 
with
 
current
 
capacity
 
of
 
approximately
 
4.7
 
million
 
laying
 
hens,
including
 
1.0
 
million
 
cage-free,
 
and
 
1.2
 
million
 
pullets,
 
feed
 
mills,
 
approximately
 
4,000
 
acres
 
of
 
land,
inventories and an egg products
 
breaking facility.
 
The acquired assets also include
 
an extensive customer
distribution network across
 
the Northeast and
 
Mid-Atlantic states, and
 
production operations in
 
Maryland,
New Jersey, Delaware and South Carolina.
 
Commenting on
 
the announcement,
 
Sherman Miller,
 
president and
 
chief executive
 
officer of
 
Cal-
Maine Foods, Inc., stated, “We
 
are excited about the opportunity
 
to significantly enhance our market
 
reach
in
 
the
 
Northeast
 
and
 
Mid-Atlantic
 
states
 
with
 
the
 
acquisition
 
of
 
these
 
assets
 
from
 
ISE.
 
The
 
added
production
 
and
 
distribution
 
capabilities
 
will
 
allow
 
us
 
to
 
serve
 
new
 
customers
 
and
 
expand
 
capacity,
particularly in the
 
Northeast, which
 
is largely
 
a new territory
 
for Cal-Maine Foods.
 
We are also
 
acquiring
production assets
 
for the
 
first time
 
in Maryland,
 
New Jersey
 
and Delaware.
 
ISE has
 
a long
 
history in
 
the
egg production
 
business and
 
enjoys a solid
 
reputation in
 
the marketplace.
 
We will
 
continue to honor
 
this
important legacy as
 
we build new
 
connections and customer
 
relationships. Cal-Maine
 
Foods has a
 
strong
record
 
of
 
driving
 
value
 
from
 
our
 
acquired
 
operations
 
with
 
a
 
proven
 
operating
 
model.
 
We
 
welcome
 
the
dedicated ISE operations team to the Cal-Maine Foods family
 
and look forward to a successful integration.
Working
 
together,
 
we
 
have
 
a
 
unique
 
opportunity
 
to
 
deliver
 
greater
 
value
 
to
 
both
 
our
 
customers
 
and
shareholders.”
About Cal-Maine Foods
Cal-Maine Foods,
 
Inc. is
 
primarily engaged
 
in the
 
production, grading,
 
packaging, marketing
 
and
distribution
 
of
 
fresh
 
shell
 
eggs,
 
including
 
conventional,
 
cage-free,
 
organic,
 
brown,
 
free-range,
 
pasture-
raised and nutritionally
 
enhanced eggs. The
 
Company, which is
 
headquartered in
 
Ridgeland, Mississippi,
is the largest
 
producer and distributor
 
of fresh shell
 
eggs in the
 
United States and
 
sells the majority
 
of its
shell
 
eggs
 
in
 
states
 
across
 
the
 
southwestern,
 
southeastern,
 
mid-western
 
and
 
mid-Atlantic
 
regions
 
of
 
the
United States.
Forward Looking Statements
Statements
 
contained
 
in
 
this
 
press
 
release
 
that
 
are
 
not
 
historical
 
facts
 
are
 
forward-looking
statements as that
 
term is defined
 
in the Private
 
Securities Litigation
 
Reform Act of
 
1995. The forward-
looking
 
statements
 
are
 
based
 
on
 
management’s
 
current
 
intent,
 
belief,
 
expectations,
 
estimates
 
and
projections
 
regarding
 
our
 
company
 
and
 
our
 
industry.
 
These
 
statements
 
are
 
not
 
guarantees
 
of
 
future
performance and involve risks,
 
uncertainties, assumptions and
 
other factors that are
 
difficult to predict
and may be beyond
 
our control. The factors
 
that could cause actual
 
results to differ materially
 
from those
projected
 
in
 
the
 
forward-looking
 
statements
 
include,
 
among
 
others,
 
(i)
 
the
 
risk
 
factors
 
set
 
forth
 
in
 
the
Company’s SEC filings
 
(including its Annual
 
Reports on Form
 
10-K, Quarterly Reports
 
on Form 10-Q
 
and
Current
 
Reports
 
on Form
 
8-K),
 
(ii)
 
the
 
risks and
 
hazards
 
inherent
 
in
 
the
 
shell
 
egg
 
business
 
(including
disease, pests,
 
weather conditions
 
and potential
 
for recall),
 
including but
 
not limited
 
to the
 
most recent
outbreak of highly pathogenic
 
avian influenza affecting poultry
 
in the U.S., Canada
 
and other countries
that
 
was
 
first
 
detected
 
in
 
commercial
 
flocks
 
in
 
the
 
U.S.
 
in
 
February
 
2022
 
and
 
that
 
first
 
impacted
 
our
flocks in December 2023, (iii) changes in the demand for and market prices of shell eggs and feed costs,
Cal-Maine Foods, Inc.
 
Announces Acquisition of Egg Production Assets of ISE America, Inc.
 
Page 2
June 28, 2024
(iv) our ability
 
to predict and
 
meet demand for
 
cage-free and other
 
specialty eggs, (v)
 
risks, changes or
obligations that could result from our future acquisition of new flocks or businesses and risks or changes
that
 
may
 
cause
 
conditions
 
to
 
completing
 
a
 
pending
 
acquisition
 
not
 
to
 
be
 
met,
 
(vi)
 
risks
 
relating
 
to
increased
 
costs
 
and
 
higher
 
and
 
potentially
 
further
 
increases
 
in
 
inflation
 
and
 
interest
 
rates,
 
(vii)
 
our
ability
 
to
 
retain
 
existing
 
customers,
 
acquire
 
new
 
customers
 
and
 
grow
 
our
 
product
 
mix,
 
(viii)
 
adverse
results in
 
pending litigation
 
matters, and
 
(ix) global
 
instability including as
 
a result
 
of the
 
war in
 
Ukraine,
the Israel-Hamas conflict
 
and attacks on shipping
 
in the Red Sea.
 
SEC filings may
 
be obtained from the
SEC
 
or
 
the
 
Company’s
 
website
,
 
www.calmainefoods.com.
 
Readers
 
are
 
cautioned
 
not
 
to
 
place
 
undue
reliance on forward-looking
 
statements because, while
 
we believe the
 
assumptions on which
 
the forward-
looking
 
statements
 
are
 
based
 
are
 
reasonable,
 
there
 
can
 
be
 
no
 
assurance
 
that
 
these
 
forward-looking
statements will
 
prove to
 
be accurate.
 
Further, the
 
forward-looking statements
 
included herein
 
are only
made as of the
 
respective dates thereof,
 
or if no date
 
is stated, as of
 
the date hereof.
 
Except as otherwise
required
 
by
 
law,
 
we
 
disclaim
 
any
 
intent
 
or
 
obligation
 
to
 
publicly
 
update
 
these
 
forward-looking
statements, whether as a result of new information, future events or otherwise.
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