SOURCE: Innovative Food Holdings

Innovative Food Holdings

November 12, 2015 08:30 ET

Innovative Food Holdings Plans Spin-Off of The Fresh Diet to Shareholders

Transaction Allows Each Company to Focus on Core Business and Maximize Shareholder Value; IVFH Board of Directors Approves $1 Million Stock Repurchase Program

BONITA SPRINGS, FL--(Marketwired - Nov 12, 2015) - Innovative Food Holdings Inc. (OTCQB: IVFH), an industry-leading specialty food platform, is planning to spin-off its wholly-owned subsidiary, The Fresh Diet, as a separate public company.

The move will establish The Fresh Diet's direct-to-consumer operations as distinct from Innovative Food Holdings' long-established, industry leading direct-to-chef specialty food platform. As part of the transaction, institutional investors have agreed to provide $1 million in funding directly to The Fresh Diet, Inc.

The spin-off of The Fresh Diet as a publicly traded company is expected to provide a variety of benefits to shareholders:

  • Innovative Food Holdings and The Fresh Diet management will each be able to better focus on their core businesses and more effectively drive growth in shareholder value
  • The Fresh Diet will become a pure-play direct-to-consumer business, ideally positioning The Fresh Diet to realize the higher valuations typically associated with foodtech and food-delivery public companies
  • As a standalone public company, The Fresh Diet will be able to take advantage of acquisition opportunities in multiple fresh meal verticals, building upon its leading last mile specialty food delivery platform
  • Innovative Food Holdings shareholders will continue to benefit from future success of The Fresh Diet through Innovative Food Holdings' remaining ownership stake
  • Two separate companies will allow potential new investors to delineate the risk/return characteristics of each business and better match their own investment objectives

"These numerous benefits strongly support our decision to spin off The Fresh Diet," said Sam Klepfish, CEO of Innovative Food Holdings. "We believe the market value of The Fresh Diet and our profitable direct-to-chef businesses are not being fully appreciated or captured in Innovative Food Holdings' stock price. By establishing our direct-to-chef and direct-to-consumer businesses as distinct operations -- each with their own particular business characteristics and dynamics -- we believe it provides the best opportunity to maximize shareholder value."

"Furthermore, in connection with driving value in our company, our board of directors has also approved allocating up to $1 million for a stock repurchase program to be implemented in open market purchases from time-to-time. While we continue to invest our capital in strategic business initiatives, we are prepared to be opportunistic in purchasing our own shares."

The Fresh Diet's CEO, Bryan Janeczko, added: "We believe that operating The Fresh Diet as its own entity will provide greater transparency into operations, and further establish its current position as the leading specialty food platform in the fast-growing direct-to-consumer, fresh-meal category. This will also better position The Fresh Diet to attract additional partners and the capital markets support it requires, as demonstrated by the institutional funding commitment."

Transaction Details

Completion of the spin-off is subject to conditions, including required approvals and agreements. Additional details of the proposed spin-off, including proportionate shareholding and separate financial information relating to The Fresh Diet and Innovative Food Holdings will be provided to shareholders prior to the closing of the transaction. In connection with the transaction, Innovative Food Holdings expects there to be a separate listing of The Fresh Diet on a U.S. exchange in the first quarter of 2016, following appropriate filings and approvals with the SEC and NASDAQ. Innovative Food Holdings also plans to retain between 10% to 19.9% of The Fresh Diet, and expects to distribute 70% to 85% of The Fresh Diet shares directly to Innovative Food Holdings' shareholders.

About Innovative Food Holdings, Inc.

Innovative Food Holdings' (OTCQB: IVFH) industry-leading specialty food platforms in the foodservice and consumer markets provide chefs and consumers across the United States direct access to the highest quality specialty food products.

In the direct-to-chef foodservice market, Innovative Food Holdings' fully automated direct-to-chef platform offers efficient, cost effective, and transparent direct sourcing and distribution of over 7,000 specialty foods, which can be delivered daily to thousands of chefs nationwide. To learn more about Innovative Food Holdings, visit www.ivfh.com.

About The Fresh Diet, Inc.
The Fresh Diet provides the most convenient way to maintain a healthy lifestyle without giving up the simple joy of eating fresh, delicious food. The plans include three meals and two snacks a day, a caloric and portion controlled formula, variety with over 150 gourmet meals, access to nutritionists, and doorstep delivery five days a week. The Fresh Diet chef-prepared meals are nutritionally balanced and are never frozen, freeze-dried or vacuum packed. The Fresh Diet currently delivers to 44 metropolitan areas and over 570 cities and towns across the United States. To learn more about The Fresh Diet, visit www.TheFreshDiet.com.

Important Cautions Regarding Forward-Looking Statements
This release contains certain forward-looking statements and information relating to Innovative Food Holdings, Inc. (the "Company") that are based on the current beliefs of the Company's management, as well as assumptions made by, and information currently available to, the Company. Such statements reflect the current views of the Company with respect to future events and are subject to certain assumptions, including those described in this release. Should one or more of these underlying assumptions prove incorrect, actual results may vary materially from those described herein as "should," "could," "anticipate," "believe," "intend," "plan," "might," "potentially" or "expect." The Company does not intend to update these forward-looking statements. Information about third parties was supplied to the Company by third parties and we accept no responsibility for its accuracy.

Contact Information

  • Company Contact:
    Ronit Wallerstein
    Investor Relations Analyst
    (718) 645-1755
    Email Contact

    Investor Relations:
    Liolios
    Cody Slach or Sean Mansouri
    (949) 574-3860
    Email Contact