July 30, 2025 | Consumer Discretionary | North America | Active
On 10-Jul-25, Ferrero – the family-owned Italian food giant behind Nutella, Tic Tac, Kinder, and Ferrero Rocher – agreed to acquire US breakfast cereal maker WK Kellogg in a $3.1bn deal, including debt. WK Kellogg shareholders will receive $23 per share, representing a 31.4% takeover premium. The deal has been unanimously approved by the WK Kellogg board and is subject to shareholder approval by a simple majority, where two key target shareholders – the W.K. Kellogg Foundation Trust (15.6%) and the Gund family (6.1%) – who together control 21.7%, have already agreed to vote in favour. Regulatory approvals, including clearance under the US HSR Act, are also required. The parties expect to submit an HSR notification by 14-Aug-25 (within 25 business days), with other antitrust filings due by 7-Aug-25. The deal is also conditional on receipt of certain tax-related opinions and waivers. The merger agreement includes standard provisions and its definition of a MAC includes broad carve-outs for force majeure events, covering social, political, and geopolitical developments, and changes in emergency measures. While there is no explicit reference to war or pandemics, the MAC cites risks arising from “any anti-dumping actions, international tariffs, sanctions, trade policies or disputes or any ‘trade war’ or similar actions in the United States or any other country or region in the world.” “Reasonable best efforts” obligations are included and appear standard whereby both parties must take all actions and do all things reasonably necessary to consummate the merger “as promptly as practicable.” Importantly, Section 6.2(b) of the agreement specifies that Ferrero and WK Kellogg are ...
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