Exhibit
99.1
Contact:
Ira
Lamel/Mary
Anthes
Jeremy
Fielding/David Lilly
The
Hain Celestial Group,
Inc.
Kekst
and
Company
631-730-2200 212-521-4800
THE
HAIN CELESTIAL GROUP
ANNOUNCES
PRICING OF SECONDARY OFFERING
OF
ITS SHARES HELD BY H.J. HEINZ COMPANY
Melville,
NY, December 20, 2005—The
Hain
Celestial Group, Inc. (NASDAQ HAIN), a leading natural and organic food and
personal care products company, today announced the pricing of a secondary
offering of 5,295,957 shares of its common stock held by an affiliate of H.
J.
Heinz Company at a public offering price of $20.00 per share. Heinz has
granted the underwriters a 30-day option to purchase up to 794,394 additional
shares of common stock to cover over-allotments, if any. Hain Celestial will
not
receive any of the proceeds from the sale of the shares by Heinz. UBS
Securities LLC, Banc of America Securities LLC and J.P. Morgan Securities Inc.
acted as joint bookrunners.
This
press release shall not constitute an offer to sell or the solicitation of
an
offer to buy nor shall there be any sale of these securities in any state or
other 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. Copies of the final prospectus for the offering can be obtained
by contacting UBS Securities LLC, Prospectus Department, 299 Park Avenue, New
York, NY 10171 or by calling 212-821-3000, Banc of America Securities LLC (by
email at dg.prospectus_distribution@bofasecurities.com), or J.P. Morgan
Securities Inc., Prospectus Department, One Chase Manhattan Plaza, New York,
New
York 10081 (telephone: 212-552-5164).
The
Hain Celestial Group
The
Hain
Celestial Group (NASDAQ: HAIN), headquartered in Melville, NY, is a leading
natural and organic food and personal care products company in North America
and
Europe. Hain Celestial participates in almost all natural food categories with
well-known brands that include Celestial Seasonings®, Terra Chips®, Garden of
Eatin’®, Health Valley®, WestSoy®, Earth’s Best®, Arrowhead Mills®, DeBoles®,
Hain Pure Foods®, Raised Right®, Hollywood®, Walnut Acres Organic™, Imagine
Foods®, Rice Dream®, Soy Dream®, Rosetto®, Ethnic Gourmet®, Yves Veggie
Cuisine®, Lima®, Biomarché™, Grains Noirs®, Natumi®, JASON® and Zia® Natural
Skincare. For more information, visit www.hain-celestial.com.
Safe
Harbor Statement
This
press release contains forward-looking statements within and constitutes a
"Safe
Harbor" statement under the Private Securities Litigation Act of 1995. Except
for the historical information contained herein, the matters discussed in this
press release are forward-looking statements that involve known and unknown
risks and uncertainties, which could cause our actual results to differ
materially from those described in the forward-looking statements. These risks
include but are not limited to general economic and business conditions; the
ability to implement business and acquisition strategies, integrate
acquisitions, and obtain financing for general corporate purposes; competition;
retention of key personnel; compliance with government regulations and other
risks detailed from time-to-time in the Company's reports filed with the
Securities and Exchange Commission, including the report on Form 10-K, as
amended, for the fiscal year ended June 30, 2005. The forward-looking statements
made in this press release are current as of the date of this press release,
and
the Company does not undertake any obligation to update forward-looking
statements.