CHARLOTTE, N.C. & SAN FRANCISCO — Snyder’s-Lance Inc. and Diamond Foods Inc. have announced that they have entered into an agreement under which Snyder’s-Lance will acquire all outstanding shares of Diamond Foods in a cash and stock merger transaction for approximately $1.91 billion, including the assumption of approximately $640 million of debt.

Last week, reports had surfaced that Kellogg Co., Battle Creek, Mich., was in talks to acquire Diamond Foods.

Snyder’s-Lance said it believes the combined company will have a significantly expanded portfolio and enhanced capabilities, including:

• A broad array of iconic snacking brands. The strategic combination of Snyder’s-Lance and Diamond Foods creates a “highly complementary and diversified” portfolio of branded products. The new Snyder’s-Lance will offer an enhanced portfolio of brands including Snyder’s of Hanover, Kettle Brand, Kettle Chips, Lance, Pop Secret, Cape Cod, Snack Factory Pretzel Crisps, Emerald nuts, Late July and Diamond of California nuts, among others.
• International expansion. It offers opportunities for geographic expansion beginning with Diamond Foods U.K. presence with future reach across Europe
• Expanded “better-for-you” presence. The transaction will build upon Snyder’s-Lance’s current “better-for-you” credentials with more brands and products, aligning to important consumer trends with a diversified portfolio of non-GMO and organic branded products, increasing its existing natural food channel presence.
• Increased scale. The companies expect the combination to provide deeper retailer partnerships and a larger presence in snacks, deli and center-of-store locations. They also expect product distribution to expand with opportunities in natural, convenience store, foodservice and other channels. This transaction will also expand and strengthen the company’s direct-store-delivery (DSD) network in the United States.
• Enhanced operational platform. The transaction brings together two highly complementary businesses and scalable infrastructure across distribution, manufacturing and procurement.

“Diamond Foods is a clear industry leader with exceptional brands,” said Carl E. Lee Jr., president and CEO of Snyder’s-Lance. “Diamond has excelled in delivering exceptional product quality and innovation across their entire product portfolio, with products and ideas that work perfectly alongside our Snyder’s-Lance brands. We plan to take full advantage of the combined sales forces of Charlotte, N.C.-based Snyder’s-Lance and San Francisco-based Diamond to drive stronger top line growth than either company could achieve alone.”

Brian J. Driscoll, president and CEO of Diamond Foods, said, “We expect the transaction will provide us with greater resources to further develop new product innovation and broaden our geographic reach and route to market across complementary customer bases.”

The agreement has been approved by the boards of directors of both companies, which recommend that their respective stockholders approve the transaction. Oaktree Capital, Diamond’s largest stockholder, has agreed to vote in favor of the transaction. Diamond Foods stockholders will own approximately 26% of the combined company based on outstanding share counts.

After close of the transaction, Driscoll will join the Snyder’s- Lance board.

The companies said they expect the transaction to close in early 2016, subject to stockholder and regulatory approvals and other customary closing conditions.

Snyder’s-Lance manufactures and markets snack foods throughout the United States and internationally. Snyder’s-Lance’s products include pretzels, sandwich crackers, pretzel crackers, potato chips, cookies, tortilla chips, restaurant style crackers, nuts and other snacks. It sells products under the Snyder’s of Hanover, Lance, Cape Cod, Snack Factory Pretzel Crisps, Late July, Krunchers!, Tom’s, Archway, Jays, Stella D’oro, Eatsmart, O-Ke-Doke and other brands along with a number of third-party brands. It distributes products nationally through grocery and mass merchandisers, convenience stores, club stores, food service outlets and other channels.