Mars to Acquire Kellanova

MCLEAN, Va. & CHICAGO–(BUSINESS WIRE)–Mars, Included, a family-owned, world chief in pet care, snacking and meals, and Kellanova (NYSE: Ok), a number one firm in world snacking, worldwide cereal and noodles, North American plant-based meals and frozen breakfast meals, at this time introduced that they’ve entered right into a definitive settlement below which Mars has agreed to amass Kellanova for $83.50 per share in money, for a complete consideration of $35.9 billion, together with assumed web leverage.1 The transaction value represents a premium of roughly 44% to Kellanova’s unaffected 30-trading day quantity weighted common value and a premium of roughly 33% to Kellanova’s unaffected 52-week excessive as of August 2, 2024. The full consideration represents an acquisition a number of of 16.4x LTM adjusted EBITDA as of June 29, 2024.

Kellanova is residence to iconic snacking manufacturers together with Pringles®, Cheez-It®, Pop-Tarts®, Rice Krispies Treats®, NutriGrain® and RXBAR®, in addition to cherished meals manufacturers together with Kellogg’s® (worldwide), Eggo® and MorningStar Farms®. With roots relationship again greater than 100 years, Kellanova has a wealthy legacy of high quality and innovation. Kellanova had 2023 Web Gross sales of greater than $13 billion, with a presence in 180 markets and roughly 23,000 workers.

Kellanova’s portfolio enhances the present Mars portfolio, which incorporates billion-dollar snacking and confectionery manufacturers like SNICKERS®, M&M’S®, TWIX®, DOVE® and EXTRA®, in addition to KIND® and Nature’s Bakery®. Mars additionally has 10 pet care manufacturers with over $1 billion in gross sales, together with ROYAL CANIN®, VCA®, PEDIGREE®, BANFIELD®, WHISKAS®, BLUEPEARL®, CESAR®, SHEBA®, ANICURA® and IAMS®. With greater than 150,000 Associates throughout its Petcare, Snacking and Meals companies, Mars had 2023 Web Gross sales of greater than $50 billion.

Poul Weihrauch, CEO and Workplace of the President of Mars, Included, stated: “In welcoming Kellanova’s portfolio of rising world manufacturers, we’ve got a considerable alternative for Mars to additional develop a sustainable snacking enterprise that’s match for the long run. We’ll honor the heritage and innovation behind Kellanova’s unbelievable snacking and meals manufacturers whereas combining our respective strengths to ship extra selection and innovation to shoppers and clients. We’ve large respect for the storied legacy that Kellanova has constructed and look ahead to welcoming the Kellanova staff.”

Steve Cahillane, Chairman, President and CEO of Kellanova, added: “This can be a really historic mixture with a compelling cultural and strategic match. Kellanova has been on a change journey to change into the world’s finest snacking firm, and this chance to affix Mars permits us to speed up the belief of our full potential and our imaginative and prescient. The transaction maximizes shareholder worth by way of an all-cash transaction at a horny buy value and creates new and thrilling alternatives for our workers, clients, and suppliers. We’re excited for Kellanova’s subsequent chapter as a part of Mars, which can convey collectively each corporations’ world-class expertise and capabilities and our shared dedication to serving to our communities thrive. With a confirmed monitor document of efficiently and sustainably nurturing and rising acquired companies, we’re assured Mars is a pure residence for the Kellanova manufacturers and workers.”

Snacking is a big, engaging and sturdy class that continues to develop in significance with shoppers. Upon completion of the transaction, Kellanova will change into a part of Mars Snacking, led by International President Andrew Clarke and headquartered in Chicago, permitting Mars to convey much more beloved manufacturers to extra shoppers globally. Mars intends to use its confirmed brand-building strategy to additional nurture and develop Kellanova’s manufacturers, together with accelerating innovation to satisfy evolving shopper tastes and preferences, investing regionally to broaden attain and introducing extra better-for-you diet choices to satisfy evolving shopper wants.

Andrew Clarke, International President of Mars Snacking, commented: “That is an thrilling alternative to create a broader, world snacking enterprise, permitting Kellanova and Mars Snacking to each obtain their full potential. Kellanova and Mars share lengthy histories of constructing globally acknowledged and beloved manufacturers. The Kellanova manufacturers considerably broaden our Snacking platform, permitting us to much more successfully meet shopper wants and drive worthwhile enterprise progress. Our complementary portfolios, routes-to-market and R&D capabilities will unleash enhanced consumer-centric innovation to form the way forward for accountable snacking.”

Transaction Advances Strategic Imaginative and prescient for the Way forward for Snacking

• Accelerates ambition to double Mars Snacking within the subsequent decade, in alignment with world shopper demand developments. The addition of Kellanova gives Mars Snacking with entry into new engaging snacking classes. It’ll add two new billion-dollar manufacturers – Pringles® and Cheez-It® – to the Mars enterprise, which at this time contains 15 billion-dollar manufacturers. It’ll additionally broaden the Mars well being & wellness Snacking portfolio with the addition of latest complementary merchandise like RXBAR® and NutriGrain® to mirror world developments and preferences. With this transaction, Mars can lengthen its dedication to nourishing wellbeing by way of an expanded world attain and diversified product portfolio to satisfy evolving shopper tastes and calls for.
• Enhances portfolio with addition of distinctive, category-leading and rising manufacturers. Kellanova’s differentiated model portfolio is outlined by uniqueness, delivering class management and spring-loaded platforms for future progress. Nearly all of Kellanova snacking manufacturers outperform class rivals, significantly amongst Gen Z and Millennial shoppers.
• Delivers stronger, differentiated portfolio and distribution platform for precedence worldwide markets. Kellanova’s globally acknowledged portfolio contains beloved and rising manufacturers with untapped potential. The mixed portfolio will probably be well-suited to satisfy shopper calls for for a wide range of tastes and value factors in fast-growing geographies, together with Africa and Latin America, by way of complementary routes-to-market, provide chains and native operations.
• Brings collectively world-class expertise with main brand-building expertise. Each Mars and Kellanova have portfolios of a number of the world’s most iconic manufacturers, all of which have been nurtured and grown by world-class expertise with deep experience. The acquisition of Kellanova by Mars will allow every firm’s expertise base to make the most of better mixed sources {and professional} improvement alternatives, given the complementary nature of the broader household of manufacturers.
• Combines complementary capabilities to unlock progress and consumer-centric innovation. The addition of Kellanova’s R&D capabilities will allow the mixed enterprise to share finest practices in model constructing, ship enhanced digital capabilities, unlock complementary channel strengths and advance model ecosystems and immersions.
• Enhances optimistic societal affect of sturdy sustainability efforts. Kellanova has a protracted historical past of social and environmental management, together with its Higher Days Promise initiative, complementing the Mars Sustainable in a Technology Plan, which has delivered tangible progress, as mirrored in its newest Sustainability Report, which documented sturdy decoupling of enterprise progress from greenhouse fuel emissions. Kellanova may also change into a part of the Mars Web Zero dedication and align with the Mars Accountable Advertising code.

Transaction Particulars

Underneath the phrases of the settlement, Mars will purchase all excellent fairness of Kellanova for $83.50 per share in money, representing a complete enterprise worth of $35.9 billion. All of Kellanova’s manufacturers, property and operations, together with its snacking manufacturers, portfolio of worldwide cereal and noodles, North American plant-based meals and frozen breakfast are included within the transaction.

Mars intends to completely finance the acquisition by way of a mix of cash-on-hand and new debt, for which commitments have been secured.

The settlement has been unanimously permitted by the Board of Administrators of Kellanova. The transaction is topic to Kellanova shareholder approval and different customary closing situations, together with regulatory approvals, and is predicted to shut inside the first half of 2025. The transaction settlement permits Kellanova to declare and pay quarterly dividends in keeping with historic follow previous to the closing of the transaction.

The W.Ok. Kellogg Basis Belief and the Gund Household have entered into agreements pursuant to which they’ve dedicated to vote shares representing 20.7% of Kellanova’s widespread inventory, as of August 9, 2024, in favor of the transaction.

After closing, Battle Creek, MI will stay a core location for the mixed group.

Advisors

Citi is serving as monetary advisor to Mars. J.P. Morgan and Citi have offered Mars with financing help for the transaction. Skadden, Arps, Slate, Meagher & Flom LLP is serving as authorized advisor to Mars on the acquisition, with Simpson Thacher & Bartlett LLP offering authorized recommendation for the debt financing. Cravath, Swaine & Moore LLP is serving as financing counsel to J.P. Morgan and Citi. Goldman Sachs is serving as monetary advisor to Kellanova. Lazard is serving as monetary advisor to Kellanova’s Board of Administrators. Kirkland & Ellis LLP is serving as authorized advisor to Kellanova.

Microsite

A devoted web site offering ongoing details about the transaction is on the market at futureofsnacking.com.

About Mars, Included

Mars, Included is pushed by the assumption that the world we would like tomorrow begins with how we do enterprise at this time. As a worldwide, family-owned enterprise, Mars is reworking, innovating, and evolving to make a optimistic affect on the world. Throughout our numerous and increasing portfolio of high quality snacking, meals, and pet care services and products, we make use of 150,000+ devoted Associates. With greater than $50 billion in annual gross sales, we produce a number of the world’s best-loved manufacturers together with Ben’s Unique™, CESAR®, Cocoavia®, DOVE®, EXTRA®, KIND®, M&M’s®, SNICKERS®, PEDIGREE®, ROYAL CANIN®, and WHISKAS®. We’re creating A Higher World for Pets by way of our world community of pet hospitals and diagnostic companies – together with AniCura, BANFIELD™, BLUEPEARL™, Linnaeus and VCA™ – utilizing innovative know-how to develop breakthrough applications in genetic well being screening and DNA testing.

For extra details about Mars, please go to www.mars.com. Be part of us on Fb, Twitter, Instagram, LinkedIn and YouTube.

About Kellanova

Kellanova (NYSE: Ok) is a pacesetter in world snacking, worldwide cereal and noodles, and North America frozen meals with a legacy stretching again greater than 100 years. Powered by differentiated manufacturers together with Pringles®, Cheez-It®, Pop-Tarts®, Kellogg’s Rice Krispies Treats®, RXBAR®, Eggo®, MorningStar Farms®, Particular Ok®, Coco Pops®, and extra, Kellanova’s imaginative and prescient is to change into the world’s best-performing snacks-led firm, unleashing the total potential of our differentiated manufacturers and our passionate individuals. Our Web Gross sales for 2023 had been $13 Billion.

At Kellanova, our goal is to create higher days and guarantee everybody has a seat on the desk by way of our trusted meals manufacturers. We’re dedicated to selling sustainable and equitable meals entry by tackling the crossroads of starvation, sustainability, wellbeing, and fairness, range & inclusion. Our purpose is to create Higher Days for 4 billion individuals by the tip of 2030 (from a 2015 baseline). For extra detailed details about our commitments, our strategy to attaining these targets, and methodology, please go to our web site at https://www.Kellanova.com.

Ahead-Wanting Statements

This press launch, and any associated oral statements, contains statements which are forward-looking statements made pursuant to the protected harbor provisions of Part 27A of the Securities Act of 1933, as amended, and Part 21E of the Securities Alternate Act of 1934, as amended, together with statements relating to the proposed acquisition (the “Merger”) of Kellanova (the “Firm”) by Mars, Included, stockholder and regulatory approvals, the anticipated timetable for finishing the Merger, anticipated advantages of the Merger and another statements relating to the Firm’s future expectations, beliefs, plans, goals, monetary situations, assumptions or future occasions or efficiency that aren’t historic details. This info might contain dangers and uncertainties that might trigger precise outcomes to vary materially from such forward-looking statements. These dangers and uncertainties embody, however will not be restricted to: failure to acquire the required vote of the Firm’s stockholders in reference to the Merger; the timing to consummate the Merger and the chance that the Merger will not be accomplished in any respect or the incidence of any occasion, change, or different circumstances that might give rise to the termination of the merger settlement, together with circumstances requiring a celebration to pay the opposite occasion a termination price pursuant to the merger settlement; the chance that the situations to closing of the Merger will not be happy or waived; the chance {that a} governmental or regulatory approval that could be required for the Merger just isn’t obtained or is obtained topic to situations that aren’t anticipated; potential litigation referring to, or different surprising prices ensuing from, the Merger; legislative, regulatory, and financial developments; dangers that the proposed transaction disrupts the Firm’s present plans and operations; the chance that sure restrictions throughout the pendency of the proposed transaction might affect the Firm’s capacity to pursue sure enterprise alternatives or strategic transactions; the diversion of administration’s time on transaction-related points; continued availability of capital and financing and ranking company actions; the chance that any bulletins referring to the proposed transaction may have opposed results available on the market value of the Firm’s widespread inventory, credit score rankings or working outcomes; and the chance that the proposed transaction and its announcement may have an opposed impact on the flexibility to retain and rent key personnel, to retain clients and to take care of relationships with enterprise companions, suppliers and clients. The Firm can provide no assurance that the situations to the Merger will probably be happy, or that it’ll shut inside the anticipated time interval.

All statements, apart from statements of historic truth, needs to be thought-about forward-looking statements made in good religion by the Firm, as relevant, and are supposed to qualify for the protected harbor from legal responsibility established by the Non-public Securities Litigation Reform Act of 1995. When used on this communication, or another paperwork, phrases equivalent to “anticipate,” “consider,” “estimate,” “count on,” “forecast,” “purpose,” “intend,” “goal,” “plan,” “undertaking,” “search,” “technique,” “goal,” “will” and related expressions are supposed to establish forward-looking statements. These forward-looking statements are based mostly on the beliefs and assumptions of administration on the time that these statements had been ready and are inherently unsure. Such forward-looking statements are topic to dangers and uncertainties that might trigger the Firm’s precise outcomes to vary materially from these expressed or implied within the forward-looking statements. These dangers and uncertainties, in addition to different dangers and uncertainties that might trigger the precise outcomes to vary materially from these expressed within the forward-looking statements, are described in better element below the heading “Merchandise 1A. Threat Components” within the Firm’s Annual Report on Type 10-Ok for the yr ended December 30, 2023 filed with america Securities and Alternate Fee (the “SEC”) and in another SEC filings made by the Firm. The Firm cautions that these dangers and elements will not be unique. Administration cautions in opposition to placing undue reliance on forward-looking statements or projecting any future outcomes based mostly on such statements or current or prior earnings ranges. Ahead-looking statements communicate solely as of the date of this communication, and, besides as required by relevant regulation, the Firm doesn’t undertake any obligation to replace or complement any forward-looking statements to mirror precise outcomes, new info, future occasions, modifications in its expectations or different circumstances that exist after the date as of which the forward-looking statements had been made.

Extra Details about the Proposed Merger and The place to Discover It

A gathering of stockholders of the Firm will probably be introduced as promptly as practicable to hunt Firm stockholder approval in reference to the Merger. The Firm intends to file a preliminary and definitive proxy assertion, in addition to different related supplies, with the SEC referring to the Merger. Following the submitting of the definitive proxy assertion with the SEC, the Firm will mail the definitive proxy assertion and a proxy card to every stockholder entitled to vote on the particular assembly referring to the Merger. This communication just isn’t supposed to be, and isn’t, an alternative to the proxy assertion or another doc that the Firm expects to file with the SEC in reference to the Merger. THE COMPANY URGES INVESTORS TO READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND THESE OTHER MATERIALS FILED WITH THE SEC OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MERGER. Any vote in respect of resolutions to be proposed on the Firm’s stockholder assembly to approve the Merger or different responses in relation to the Merger needs to be made solely on the premise of the data contained within the proxy assertion. Traders will have the ability to acquire free copies of the proxy assertion (when obtainable) and different paperwork that will probably be filed by the Firm with the SEC at http://www.sec.gov, the SEC’s web site, or from the Firm’s web site (https://investor.Kellanova.com). As well as, the proxy assertion and different paperwork filed by the Firm with the SEC (when obtainable) could also be obtained from the Firm freed from cost by directing a request to Investor Relations at https://investor.Kellanova.com.

No Supply or Solicitation

This press launch is for info functions solely and isn’t supposed to and doesn’t represent, or type a part of, a proposal, invitation or the solicitation of a proposal or invitation to buy, in any other case purchase, subscribe for, promote or in any other case get rid of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or in any other case, nor shall there be any sale, issuance or switch of securities in any jurisdiction in contravention of relevant regulation. No supply of securities shall be made besides by way of a prospectus assembly the necessities of Part 10 of the Securities Act of 1933, as amended.

Contributors within the Solicitation

The Firm, its administrators and sure of its officers and workers, could also be deemed to be individuals within the solicitation of proxies from Firm stockholders in reference to the Merger. Details about the Firm’s administrators and government officers is about forth below the captions “Proposal 1–Election of Administrators,” “Company Governance,” “Board and Committee Membership,” “2023 Director Compensation and Advantages,” “Administrators’ Compensation Desk,” “Compensation and Expertise Administration Committee Report–Compensation Dialogue and Evaluation,” “Government Compensation,” “Retirement and Non-Certified Outlined Contribution and Deferred Compensation Plans,” “Potential Publish-Employment Funds,” “Pay versus Efficiency,” “CEO Pay Ratio” and “Inventory Possession–Officer and Director Inventory Possession” sections of the definitive proxy assertion for the Firm’s 2024 annual assembly of shareowners, filed with the SEC on March 4, 2024, below the caption “Government Officers” of Merchandise 1 of the Firm’s Annual Report on Type 10-Ok for the fiscal yr ended December 30, 2023, filed with the SEC on February 20, 2024, within the Firm’s Present Studies on Type 8-Ok filed with the SEC on January 12, 2024, February 22, 2024, and Might 1, 2024 and within the Firm’s January 12, 2024 press launch discovered on its Investor Relations web page at https://investor.Kellanova.com, referring to the appointment of President Kellanova North America and President, Kellanova Latin America. Extra info relating to possession of the Firm’s securities by its administrators and government officers is included in such individuals’ SEC filings on Types 3 and 4. These paperwork could also be obtained freed from cost on the SEC’s website at www.sec.gov and on the Investor Relations web page of the Firm’s web site positioned at https://investor.Kellanova.com. Extra info relating to the pursuits of individuals within the solicitation of proxies in reference to the Merger will probably be included within the proxy assertion that the Firm expects to file in reference to the Merger and different related supplies the Firm might file with the SEC.

1 Contains $784 million of factored receivables.