BOCA RATON, Fla. & LOUISVILLE, Ky. — Celsius Holdings, Inc. 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.
Founded in 2018, Alani Nu is a growing, female-focused brand that delivers functional beverages and wellness products that are aspirational yet accessible for a growing community of Gen Z and millennial consumers. Alani Nu provides complementary brand positioning and access to attractive female consumer demographics driving incremental energy drink category growth.
The acquisition is expected to provide the opportunity for additional, adjacent category expansion, ultimately enabling Celsius to reach more people, in more places, more often. The added breadth of the combined platform is expected to further strengthen the company’s position with ample resources for ongoing growth investment.
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
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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