Celsius Holding. (CELH) to Acquire Alani Nu for $1.8 billion in Cash and Stock
Celsius Holdings, Inc. (Nasdaq: CELH) (“Celsius” or “the company”) today announced that it has entered into a definitive agreement to acquire Alani Nutrition LLC (“Alani Nu”) for $1.8 billion including $150 million in tax assets for a net purchase price of $1.65 billion, comprising a mix of cash and stock. The transaction will combine two growing, scaled brands in the U.S. energy drink category, creating a leading better-for-you, functional lifestyle platform that is well positioned to capitalize on the growing consumer preference for zero-sugar alternatives.
John Fieldly, Chairman and CEO of Celsius, said, “Celsius is at a defining moment in the better-for-you, functional lifestyle products movement, and we are thrilled to welcome Alani Nu to the Celsius family. We have deep respect for the strong community of supporters and fans Alani Nu has developed and the authentic brand and partnerships they have formed. Together, we expect to broaden the availability of Alani Nu’s functional products to help more people achieve their wellness goals with great-tasting, functional product options at more moments throughout their lives.”
Katy Schneider, Co-Founder of Alani Nu, commented, “When we founded Alani Nu in 2018, our goal was simple: to create products that made women feel their absolute best—inside and out. Watching this brand grow into a movement of strong, confident women has been the honor of a lifetime. As Alani Nu enters this next chapter with Celsius, I have full confidence that they are the best partner to enhance Alani Nu's growth and success while staying true to what makes it so special. I’m incredibly proud of everything we’ve built and beyond grateful for this amazing community who made it all possible. I’m thrilled for Alani to reach new heights.”
Max Clemons, Co-Founder and Co-CEO of Congo Brands, which operates Alani Nu, added, “We believe Celsius can unlock key growth opportunities for Alani Nu and are excited to partner with John and the Celsius team as they continue to disrupt and grow the functional beverage space.”
Retail sales of Alani Nu in total U.S. MULO Plus with Convenience increased by 78% year over year as reported by Circana for the last-four-week period ended Jan. 26, 20252. Alani Nu dollar share for the same last-four-week-period was 4.8%, an increase of ~200 basis points from the prior-year period3.
Upon closing, Alani Nu will operate within Celsius, and key members of the Congo Brands leadership team have agreed to continue as advisors to Celsius to help ensure continued business momentum.
Compelling Strategic Rationale
- Creates a leading better-for-you, functional lifestyle platform at the intersection of consumer megatrends. With the addition of Alani Nu, the combined Celsius platform is expected to drive ~$2 billion in sales across a differentiated energy portfolio that is firmly aligned with the ongoing consumer shift towards premium, functional beverage options that cater to health & wellness and active lifestyles.
- Combines two growing, scaled energy brands with clear category tailwinds. The transaction is expected to enhance Celsius’ position as an innovative leader in the large, growing global energy category, which is projected to grow at a 10% CAGR from 2024 to 20294, with a scaled, on-trend, sugar-free platform.
- Provides complementary brand positioning and attractive consumer demographics and is expected to drive incremental category growth. Alani Nu will provide Celsius expanded access to a fast-growing, wellness-focused audience that is driving incremental category growth.
- Leverages combined strengths and capabilities to drive the next phase of growth. The added breadth of the combined platform is expected to further strengthen the company’s position with ample resources for ongoing growth investment. Both brands will be well positioned under the Celsius platform to drive continued distribution gains, access consumers in growing adjacencies, drive innovation and brand awareness, achieve incremental category growth and propel further global expansion.
- Enhances topline growth algorithm and is expected to be cash EPS accretive in year one with a meaningful synergy opportunity. The acquisition of Alani Nu is expected to add significant topline scale and growth and is expected to be accretive to cash EPS in the first full year of ownership; $50 million of run-rate cost synergies are expected to be achieved over two years post-close, contributing to strong pro-forma profitability and significant cash flow generation.
Transaction Details
Under the terms of the agreement, Celsius has agreed to acquire Alani Nu from co-founders, Katy and Haydn Schneider, and Congo Brands’ Co-Founders, Max Clemons and Trey Steiger, for $1.8 billion comprising a mix of cash and stock including a potential $25 million earn-out based on 2025 performance. This includes approximately $150 million net present value of tax benefits for a net purchase price of $1.65 billion and represents an attractive valuation of less than 3x 2024A revenue of $595 million and approximately 12x fully synergized 2024A EBITDA of $137 million1.
The purchase price consideration is comprised of $1,275 million of cash and a $25 million earn-out and $500 million (or approximately 22.5 million shares) of newly issued restricted shares of Celsius Holdings common stock, representing approximately 8.7% pro-forma ownership. The cash consideration consists of fully committed debt financing of $900 million and approximately $375 million of cash on hand. The company’s liquidity position is expected to remain robust with pro-forma net leverage of approximately 1.0x5 and ample cash on the balance sheet.
Stock consideration will be subject to a lock-up agreement, which will be released over a two-year period, aligning long-term interests to drive future growth and value creation. A transition services agreement and consulting agreements retain key brand leadership to support the integration process.
The agreement has been approved by the Celsius Board of Directors. The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close in the second quarter of 2025.
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1 Based on 2024A Adjusted EBITDA including estimated run-rate cost synergies of $50 million to be achieved over 2-years post-close (excludes total cost to achieve) and purchase price net of ~$150 million tax benefit step-up (net present value). Please see “Use of Non-GAAP Measures” and reconciliation to the most directly comparable GAAP measure below.
2 Circana Total US MULO+ w/C L4W ended 1/26/25, RTD Energy
3 Circana Total US MULO+ w/C L4W ended 1/26/25, RTD Energy
4 Euromonitor as of February 2025, Global Energy Drink Category
5 Based on 2024A combined company Pro-Forma Adjusted EBITDA including estimated run-rate cost synergies of $50 million (excluding cost to achieve). Excludes transaction fees & expenses.
Advisors
UBS Investment Bank acted as exclusive financial advisor to Celsius and is providing a committed financing package comprised of a $900 million Term Loan B and a $100 million Revolving Credit Facility, and Freshfields US LLP is serving as legal counsel to Celsius. J.P. Morgan Securities LLC is serving as Alani Nu’s financial advisor and Greenberg Traurig, P.A. is serving as legal counsel.