05:11 PM EST, 02/20/2025 (MT Newswires) -- Celsius Holdings ( CELH ) said it entered into a definitive agreement to acquire Alani Nutrition for $1.8 billion in a cash-and-stock deal, or a net purchase price of $1.65 billion after adjusting $150 million in tax assets.

The net purchase price represents a valuation of less than 3x 2024 actual net revenue and about 12x fully synergized 2024 actual EBITDA, the company said late Thursday.

The transaction will likely be "accretive" to Celsius' cash earnings per share in the first full year of ownership.

The purchase price comprises $1.275 billion of cash, a $25 million earn-out, and $500 million (or about 22.5 million shares) of newly issued restricted shares of Celsius common stock, representing roughly 8.7% pro-forma ownership.

The cash consideration consists of fully committed debt financing of $900 million and about $375 million cash-on-hand.