Hain Celestial (HAIN) Announces 12.38M Share Offering by Selling Stockholders, Concurrent 1.7M Share Buyback

The Hain Celestial Group, Inc. (Nasdaq: HAIN) ("Hain Celestial," "Hain" or the "Company"), today announced that certain affiliates of Engaged Capital, LLC (the "Selling Stockholders") that have existing ownership interests in Hain, intend, subject to market conditions, to offer 12,379,504 shares of Hain common stock in an underwritten secondary offering. The Selling Stockholders will receive all of the net proceeds from the offering. Hain is not offering any shares of common stock in the offering.

Subject to the completion of the offering, the Company intends to concurrently repurchase directly from the Selling Stockholders 1,700,000 shares of common stock. The price per share to be paid by the Company will equal the price at which the underwriter will purchase the shares from the Selling Shareholders in the offering, net of underwriting discounts and commissions. The Company intends to fund the share repurchase with borrowings under its revolving credit facility. The closing of the share repurchase will be conditioned upon the closing of the offering and therefore there can be no assurance that the share repurchase will be completed. The offering is not conditioned upon the completion of the share repurchase.

Morgan Stanley is acting 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 will continue to hold 1,900,792 shares of Hain common stock following the transactions announced today. Glenn W. Welling, the Founder and Chief Investment Officer of Engaged Capital, will continue to serve as a director of the Company after the offering.

The offering is being made pursuant to an effective shelf registration statement (including a prospectus) and a preliminary prospectus supplement relating to the offering to be filed by Hain with the Securities and Exchange Commission ("SEC") to which this communication relates. Before you invest, you should read the prospectus included in that registration statement, the preliminary prospectus supplement and the other documents Hain has filed with the SEC and incorporated by reference into that registration statement for more complete information about Hain, its common stock and the offering. You may obtain a copy of the preliminary 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 preliminary prospectus supplement for this offering may also be obtained, when available, 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. The offering of the common stock will be made only by means of the prospectus and related prospectus supplement.

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