v3.23.3

Merger Agreement | 9 Months Ended
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Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract] |
Merger Agreement | Merger Agreement Pending Merger with The J. M. Smucker Company On September 10, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with The J. M. Smucker Company (“Smucker”) and SSF Holdings, Inc. (“Purchaser”). Upon the terms and subject to the conditions stated in the Merger Agreement, Purchaser will merge with and into the Company (the “Merger”), and the Company will become a direct, wholly owned subsidiary of Smucker. The Company’s board of directors (the “Company Board”) and the board of directors of Smucker approved the Merger Agreement and the transactions described therein. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on October 10, 2023, Purchaser commenced an exchange offer (the “Offer”) to purchase any and all of the issued and outstanding shares (the “Shares”) of Class A Common Stock, par value $0.0001 per share (the “Company Common Stock”), of the Company in exchange for (i) $30.00 in cash (the “Cash Consideration”) and (ii) 0.03002 Smucker common shares, no par value (the “Smucker Common Stock”) (the “Stock Consideration”, and together with the Cash Consideration, the “Offer Consideration”), plus cash in lieu of fractional shares, in each case, without interest and subject to adjustment in accordance with the terms of the Merger Agreement. Also on October 10, 2023, the Company filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (the “Schedule 14D-9”). The obligation of Smucker and Purchaser to consummate the Offer is subject to conditions set out in the Merger Agreement (the “Offer Conditions”), including the condition that there be validly tendered and not validly withdrawn prior to the expiration of the Offer a number of Shares that, together with the number of Shares, if any, then owned beneficially by Smucker and Purchaser (together with their wholly owned subsidiaries), would represent a majority of the Shares outstanding as of the consummation of the Offer (the “Minimum Tender Condition”). The Minimum Tender Condition may not be waived by Purchaser without the prior written consent of the Company. The Offer Conditions also include the following: •(i) the applicable waiting period, together with any extensions thereof, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have expired or been terminated, and (ii) the Canadian Competition Act Approval (as defined in the Merger Agreement) shall have been obtained; •no Law or Order of any Governmental Entity (all as defined in the Merger Agreement) with competent jurisdiction shall be in effect which restrains, prohibits or otherwise makes illegal the consummation of the Offer or the Merger; •the accuracy of the representations and warranties of the Company (subject to certain materiality exceptions), and material compliance by the Company with its covenants under the Merger Agreement; •the Merger Agreement shall not have been validly terminated in accordance with its terms; •since the date of the Merger Agreement, no Company Material Adverse Effect (as defined in the Merger Agreement) shall have occurred; •the Registration Statement on Form S-4 filed by Smucker registering the Smucker Common Stock to be issued in the Offer (the “Form S-4”) and the Merger shall have become effective in accordance with the provisions of the Securities Act of 1933, as amended, and no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect and no proceeding to that effect shall have been commenced; and •the Smucker Common Stock to be issued in the Offer and the Merger shall have been approved for listing on the New York Stock Exchange (“NYSE”), subject to official notice of issuance. The obligation of Smucker and Purchaser to consummate the Offer and the Merger is not subject to any financing condition. The foregoing does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is included as Exhibit 2.1 to this Form 10-Q and is incorporated herein by reference. During the three and nine months ended September 30, 2023, the Company incurred $11.3 million of expenses related to the pending Merger. These expenses are classified as merger transaction costs on the condensed consolidated statements of operations. Additional merger transaction costs of approximately $59.0 million are expected to be incurred upon consummation of the Merger. The Offer and the Merger are currently anticipated to be completed on November 7, 2023.

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