1-800-FLOWERS.COM, Inc. Announces the Signing of a Definitive Agreement to Sell Its Fannie May Confections Brands, Inc. Business to Ferrero International S.A. for $115.0 Million

Guía de Regalos

  • All cash purchase of all outstanding equity of Fannie May
    Confections Brands, Inc. includes the Fannie May and Harry London
    chocolate brands and all related assets and liabilities

CARLE PLACE, N.Y.–(BUSINESS WIRE)–1-800-FLOWERS.COM, Inc. (NASDAQ: FLWS), (“the Company”) the leading
gourmet food and floral gift provider for all occasions, and Ferrero
International S.A., (“Ferrero”) one of the world’s largest chocolate
confectionery companies, today announced the signing of a definitive
agreement under which Ferrero will acquire all the outstanding equity of
Fannie May Confections Brands, Inc., including its subsidiaries Fannie
May Confections, Inc. and Harry London Candies, Inc., from
1-800-FLOWERS.COM, Inc. for $115.0 million in cash, adjusted for
seasonal working capital.

In addition to the sale agreement, the Company and Ferrero will enter
into a strategic commercial partnership, to be signed on or before
closing of the sale, that will provide 1-800-FLOWERS.COM, Inc. with
distribution rights for Fannie May, Harry London and certain Ferrero
confectionery products in its ecommerce channels as well as in gift
baskets and towers sold into the club, food, drug and mass channels in
the US.

Chris McCann, CEO of 1-800-FLOWERS.COM, Inc. said, “We are very excited
to be working with Ferrero International, one of the world’s largest and
most respected confectionery companies. This transaction will further
strengthen our balance sheet while concurrently reducing the working
capital requirements in our business model. Importantly, the strategic
commercial agreement with Ferrero will enable us to continue offering
the iconic Fannie May and Harry London chocolate brands across our
ecommerce and wholesale channels and expand our product offerings to
include some of Ferrero’s world-renowned chocolate confectionery brands,
including Nutella, Ferrero Rocher and Raffaello – further enhancing our
ability to help our customers deliver smiles.”

Giovanni Ferrero, Chief Executive Officer of Ferrero Group, said, “We
are excited that Fannie May will be joining the Ferrero Group. We have
long admired Fannie May’s premium brand, products and people, and
believe Fannie May is an extraordinarily good fit with Ferrero. As we
have grown from a family business founded in Italy in 1946 to a leading
global confectionery company, we have been guided by our key values of
loyalty and trust, respect and responsibility, integrity, passion for
quality, research and innovation, and entrepreneurship. Since our entry
into the U.S. in 1969, we have actively expanded our premium product
offering organically, and are thrilled to further accelerate growth
through the addition of Fannie May. We look forward to adding Fannie
May’s outstanding team and valuable manufacturing, distribution and
retail platform to Ferrero’s expanding U.S. presence, and to supporting
and growing this iconic American brand for years to come.”

The transaction is subject to customary closing conditions and
regulatory approvals and is expected to close by May 30, 2017. At
closing, Ferrero will acquire all the outstanding equity of Fannie May
Confections Brands, Inc., including the Fannie May and Harry London
chocolate brands and all related assets and liabilities including, but
not limited to, Fannie May’s ecommerce business,79 retail stores located
primarily in and around Chicago, IL, a manufacturing facility in North
Canton, OH, and two temperature-controlled warehouse and distribution
facilities, located in Maple Heights, OH, and Chicago, IL, respectively.

About 1-800-FLOWERS.COM,
Inc.

1-800-FLOWERS.COM,
Inc.
 is a leading provider of gourmet food and floral gifts for all
occasions. For the past 40 years, 1-800-FLOWERS® (1-800-356-9377 or www.1800flowers.com) has
been helping deliver smiles for our customers with gifts for every
occasion, including fresh flowers and the finest selection of plants,
gift baskets, gourmet foods, confections, candles, balloons and plush
stuffed animals. As always, our 100% Smile Guarantee® backs every
gift. The company’s Celebrations suite of services including
Celebrations Passport Free Shipping Program, Celebrations Rewards and
Celebrations Reminders, are all designed to engage with customers and
deepen relationships as a one-stop destination for all celebratory and
gifting occasions. In 2017, 1-800-Flowers.com was awarded Gold Stevie
“e-Commerce Customer Service” Award, recognizing the company’s
innovative use of online technologies and social media to service the
needs of customers. In addition, 1-800-FLOWERS.COM, Inc. was recognized
as one of Internet Retailer’s Top 300 B2B e-commerce companies and was
also recently named in Internet Retailer’s 2016 Top Mobile 500 as one of
the world’s leading mobile commerce sites. The company was included in
Internet Retailer’s 2015 Top 500 for fast growing e-commerce companies.
In 2015, 1-800-Flowers.com was named a winner of the “Best Companies to
Work for in New York State” Award by The New York Society for Human
Resource Management (NYS-SHRM). The Company’s BloomNet® international
floral wire service (www.mybloomnet.net) provides
a broad range of quality products and value-added services designed to
help professional florists grow their businesses profitably. The 1-800-FLOWERS.COM,
Inc.
 “Gift Shop” also includes gourmet gifts such as premium,
gift-quality fruits and other gourmet items from Harry & David®
(1-877-322-1200) or www.harryanddavid.com), popcorn
and specialty treats from The Popcorn Factory® (1-800-541-2676 or www.thepopcornfactory.com); cookies
and baked gifts from Cheryl’s® (1-800-443-8124 or www.cheryls.com); premium
chocolates and confections from Fannie May® (www.fanniemay.com and www.harrylondon.com); gift
baskets and towers from 1-800- Baskets.com® (www.1800baskets.com); premium
English muffins and other breakfast treats from Wolferman’s
(1-800-999-1910 or www.wolfermans.com);
carved fresh fruit arrangements from FruitBouquets.com (www.fruitbouquets.com); and
top quality steaks and chops from Stock Yards® (www.stockyards.com).
Shares in 1-800-FLOWERS.COM, Inc.
are traded on the NASDAQ Global Select Market, ticker symbol: FLWS.

About Ferrero Group

Ferrero began its story in the town of Alba in Piedmont, Italy, in 1946.
Today, its products have become part of the collective memory and
customs of many countries, where they are truly loved generation after
generation and often considered as cultural icons. Furthermore, Ferrero
has social responsibility in its DNA. Product freshness and highest
quality, careful selection of the finest raw materials, sustainable
agricultural practices and continuous research and innovation are some
of the key elements of Ferrero’s success. Moreover, Ferrero continues to
invest in local communities thanks to the Ferrero Foundation, Michele
Ferrero Entrepreneurial Project and the Kinder+Sport program. For more
information, please visit www.ferrero.com
or www.ferrerocsr.com.

Special Note Regarding Forward-Looking
Statements:

This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements represent the Company’s current expectations
or beliefs concerning future events and can generally be identified by
the use of statements that include words such as “estimate,” “expects,”
“project,” “believe,” “anticipate,” “intend,” “plan,” “foresee,”
“likely,” “will,” or similar words or phrases. These forward-looking
statements are subject to risks, uncertainties and other factors, many
of which are outside of the Company’s control, which could cause actual
results to differ materially from the results expressed or implied in
the forward- looking statements, including, among others: the Company’s
ability to get regulatory and other approvals and satisfy other closing
conditions necessary to complete the sale of Fannie May; the expected
timing of the closing of the proposed acquisition; and the diversion of
Company management time and attention to issues related to the
acquisition and transition. The Company undertakes no obligation to
publicly update any of the forward-looking statements, whether as a
result of new information, future events or otherwise, made in this
release or in any of its SEC filings except as may be otherwise stated
by the Company. For a more detailed description of these and other risk
factors, and a list of definitions of non-GAAP terms, including EBITDA
and Free Cash Flow, among others, please refer to the Company’s SEC
filings including the Company’s Annual Reports on Form 10-K and its
Quarterly Reports on Form 10-Q. Consequently, you should not consider
any such list to be a complete set of all potential risks and
uncertainties.

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Contacts

1-800-FLOWERS.COM, Inc.
Investors:
Joseph
D. Pititto, 516-237-6131
invest@1800flowers.com
or
Media:
Yanique
Woodall, 516-237-6028
ywoodall@1800flowers.com