“One of the fundamental structural demand trends driving ADM’s growth is consumers’ increasing focus on health and well-being, with global demand for health and wellness products estimated at more than $775 billion,” said Vince Macciocchi, president of ADM’s Nutrition business. “About 4 in 10 global consumers are seeking microbiome ingredients — prebiotics, probiotics and postbiotics — in customized food and beverage products. ADM’s global capabilities and portfolio make it the unquestioned provider of choice to meet that demand. From our Protexin and Biopolis businesses in Europe to our recently-announced proposed joint venture with Vland in China, to this most recent exciting addition of US-based Deerland, ADM today offers a truly global, full-service, science-backed Health & Wellness business that is well-positioned to meet fast-growing demand from consumers who are eager for a wide variety of food, beverages and supplements that enhance health and wellbeing.”

Deerland Probiotics & Enzymes is a trusted global provider of dietary supplements using probiotic, prebiotic, and enzyme technology, including a line of 12 branded products serving customers in areas including digestive health, immune health, women’s health, food intolerance, sports nutrition, cellular repair, and systemic and cardiovascular health. The company’s products and solutions include spore probiotics, which offer enhanced stability for wider use in food and beverage, pet nutrition and supplement applications.

“I’m particularly proud to welcome the Deerland team to ADM,” added Macciocchi. “They’ve built a truly groundbreaking business, and we’re excited to work with them to power growth, strengthen ADM’s innovation leadership in dietary supplements and functional foods, and serve customers around the world.”

The company announced the closing of an underwritten secondary offering, pursuant to which certain affiliates of Engaged Capital, LLC (the “Selling Stockholders”) that had existing ownership interests in Hain sold 12,379,504 shares of Hain common stock. The shares were offered at a price to the public of $45.50 per share. The Selling Stockholders received all of the net proceeds from the offering. Hain did not sell any shares of common stock in the offering.

Concurrently with the completion of the offering, the Company repurchased directly from the Selling Stockholders 1,700,000 shares of common stock. The price per share paid by the Company equalled the price at which the underwriter purchased the shares from the Selling Shareholders in the offering, net of underwriting discounts and commissions, which was $45.00 per share. The Company funded the share repurchase with borrowings under its revolving credit facility.

Morgan Stanley acted as the sole underwriter for the offering.

The Selling Stockholders are co-investment funds managed by Engaged Capital, LLC (“Engaged Capital”) that are mandatorily winding down pursuant to their terms. Engaged Capital and its affiliates continue to hold 1,900,792 shares of Hain common stock following the closing of the offering and the repurchase. Glenn W. Welling, the Founder and Chief Investment Officer of Engaged Capital continues to serve as a director of the Company after the offering.

Mark L. Schiller, Hain Celestial’s President and Chief Executive Officer, stated, “We would like to thank Glenn and Engaged Capital for their input and collaboration over the past several years, and we are delighted that our relationship with Engaged Capital and Glenn’s contributions as a director will continue. We remain focused on our Hain 3.0 plan to build a global health food and beverage company with industry-leading top-line growth as we continue to create shareholder value.”

The offering was made pursuant to an effective shelf registration statement (including a prospectus) and a prospectus supplement relating to the offering filed by Hain with the Securities and Exchange Commission (“SEC”). You may obtain a copy of the prospectus supplement, the prospectus included in the registration statement and the documents incorporated by reference therein, when available, for free by visiting EDGAR on the SEC website at www.sec.gov. Copies of the prospectus supplement for this offering may also be obtained by contacting Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.