TAMPA, Fla., and STAMFORD, Conn. - Primo Water Corporation and BlueTriton Brands announced the entry into a definitive agreement to create a leading North American pure-play healthy hydration company in an all-stock transaction that was unanimously approved by their respective Boards of Directors. Upon closing of the Transaction, Primo Water shareholders and holders of incentive equity are expected to own 43% of the fully diluted shares of the combined company , and BlueTriton shareholders are expected to own 57% of the fully diluted shares of NewCo.
The Transaction offers a compelling strategic rationale and combines the complementary strengths of Primo Water and BlueTriton, creating a North American leader in pure-play healthy hydration with diversified offerings across products, formats, channels and consumer occasions. The combined company will have significant financial and operating presence with combined Net Revenue and Adjusted EBITDA1, inclusive of $200 million in estimated cost synergies, of $6.5 billion and $1.5 billion, respectively, for the twelve month period ended March 31, 2024.
NewCo is expected to be dual headquartered in Tampa, Florida and Stamford, Connecticut. Dean Metropoulos, the current Chairman of the Board of BlueTriton, will serve as Non-Executive Chairman of the Board of the combined company. Upon close, Robbert Rietbroek, the current Chief Executive Officer of Primo Water, will serve as Chief Executive Officer, David Hass, the current Chief Financial Officer of Primo Water, will serve as Chief Financial Officer, and Rob Austin, the current Chief Operating Officer of BlueTriton, will serve as Chief Operating Officer.
The Transaction will bring together Primo Water and BlueTriton's strengths, creating a leader in North American pure-play healthy hydration with combined Net Revenue and Adjusted EBITDA, including $200 million in estimated cost synergies of $6.5 billion and $1.5 billion, respectively, for the twelve month period ended March 31, 2024. One-time costs associated in the capture of the $200 million synergies opportunity are estimated to be approximately $115 million.
