Hostess Brands, Inc., has entered into a definitive agreement with The J.M. Smucker Co. to acquire all of the outstanding shares of Hostess Brands in a cash and stock transaction valued at $34.25 per Hostess Brands share, representing a transaction value of approximately $5.6 billion, including the assumption of debt.
Under the terms of the agreement, Hostess Brands shareholders will receive $30 in cash and 0.03002 shares of The J.M. Smucker Co. common stock (valued at $4.25 as of Sept. 8, 2023) for each share of Hostess Brands common stock. The purchase price represents a premium of approximately 54 percent to the closing price of $22.18 on Aug. 24, the last trading day prior to press reports of a potential transaction.
Andy Callahan, president and chief executive officer of Hostess Brands commented, “I am extremely proud of the entire Hostess Brands team for the legacy they created in building a premier snacking company and driving industry leading returns for our investors. Today represents another exciting chapter for our company as we combine our iconic snacking brands with The J.M. Smucker Co.’s family of beloved brands.
“We believe this is the right partnership to accelerate growth and create meaningful value for consumers, customers and shareholders. Our companies share highly complementary go-to market strategies, and we are very similar in our core business principles and operations. Above all else, Hostess Brands and The J.M. Smucker Co. share a deep commitment to inspiring moments of joy and satisfaction through our products, and we look forward to continuing to do so as part of The J.M. Smucker Co. family.”
“We are excited to announce the acquisition of Hostess Brands, which represents a compelling expansion of our family of brands and a unique opportunity to accelerate our focus on delighting consumers with convenient solutions across different meal and snacking occasions,” said Mark Smucker, chair of the board, president and chief executive officer of The J.M. Smucker Co. “With this acquisition, we are adding an iconic sweet snacking platform; enhancing our ability to deliver brands consumers love and convenient solutions they desire; and leveraging the attributes Hostess offers, including its strong convenience store distribution and leading innovation pipeline, combined with our strong commercial organization and consistent retail execution across channels to drive continued growth.
“Our organization is well positioned to deliver on the great potential our expanded family of brands offers, as has been reflected by our history of growth through acquisition and the successful integration of new categories to our business. We look forward to this exciting new chapter for The J.M. Smucker Co.”
Under the terms of the agreement, The J.M. Smucker Co., through its wholly owned subsidiary SSF Holdings, Inc., will commence an exchange offer to acquire all outstanding shares of Hostess Brands. Stockholders will receive $30 in cash and 0.03002 shares of The J.M. Smucker Co. common stock for each share of Hostess Brands common stock.
The closing of the exchange offer will be subject to certain conditions, including the tender of at least a majority of the outstanding shares of Hostess common stock and other customary closing conditions, including receipt of required regulatory approvals. Upon the successful completion of the exchange offer, The J.M. Smucker Co. will acquire all of the remaining shares of Hostess Brands common stock that were not acquired in the exchange offer through a second-step merger for the same consideration per share as paid in the exchange offer.
The cash portion of the transaction is expected to be funded through a combination of cash on hand, a bank term loan and long-term public bonds.
Both The J.M. Smucker Co. and Hostess Brands boards of directors have unanimously approved the transaction. The transaction is anticipated to close in the third quarter of The J.M. Smucker Co.’s current fiscal year ending April 30.
Morgan Stanley & Co. LLC and Morgan, Lewis & Bockius LLP are serving as financial and legal advisors, respectively, to Hostess Brands.
Hostess Brands, Inc. is a premier snacking company with a portfolio of iconic brands; Hostess Brands makes America’s No. 1 cupcake, mini donut and zero sugar cookie brands. With annual sales of $1.4 billion and approximately 3,000 dedicated team members, Hostess Brands produces new and classic snacks, including Hostess Donettes, Twinkies, CupCakes, Ding Dongs and Zingers, as well as a variety of Voortman cookies and wafers.
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A group of leading Islamic scholars has advised GOOD Meat, the cultivated meat division of food technology company Eat Just, Inc., that real meat made from cells, without raising and slaughtering animals, can be halal if production meets certain criteria. Answering this theological question is a meaningful step forward for international acceptance of cultivated meat since halal consumers represent about 25 percent of the world’s population.
This landmark Shariah opinion from a trio of well-respected scholars in Saudi Arabia comes as cultivated meat begins to enter commerce in the United States and consumers around the world are learning how meat made in this new way can help address global food systems challenges connected to climate change, food safety, food security and animal welfare. With the Muslim population rapidly increasing, so too is their meat consumption. The global halal meat market was a $202 billion business in 2021 and is estimated to reach $375.05 billion by 2030, according to some estimates.
The Shariah scholars reviewed documentation prepared by GOOD Meat and attorneys at AlDhabaan & Partners in association with Eversheds Sutherland that described how cultivated chicken, the company’s first product, is made. The panel studied details about how the cells are sourced and selected, the ingredients fed to the cells to stimulate growth, how the cells are harvested and how finished products are manufactured.
GOOD Meat also engaged the Halal Product Advisory, a division of Halal Product Development Company, a fully owned subsidiary of the Public Investment Fund of Saudi Arabia, to advise and assist the company with the official process for halal pre-certification in Saudi Arabia and globally.
The scholars concluded that cultivated meat can be halal under the following conditions:
GOOD Meat’s chicken cell line and production process that were approved by regulators in the U.S. and Singapore do not yet meet the above criteria, however, with this clarity the company will work on a process to meet the halal guidelines moving forward.
“If cultivated meat is to help address our future food system needs, it has to be an option for the billions of people around the world who eat halal. This landmark ruling provides much needed clarity on how to ensure that is achieved. All companies should work to build a process to meet these guidelines,” said GOOD Meat co-founder and CEO Josh Tetrick.
The above ruling is a positive sign for cultivated meat companies that want to serve areas of the world with large Muslim populations, like the Middle East. In fact, a recent poll of more than 2,000 consumers in six key Middle East countries found that a vast majority of respondents would purchase cultivated meat and switch to it from conventional meat, assuming it was halal, sold at a comparable cost and tasted the same as what they are used to. The GOOD Meat-commissioned study released at last year’s United Nations Climate Change Conference polled consumers in Saudi Arabia, Qatar and other countries in the region.
In the poll conducted by PSB Insights, a leading independent consulting firm, climate messaging was one of the most effective tools to influence purchase intent. A recent article in the journal Frontiers in Nutrition sheds some light on that motivation, pointing out that eating halal cultivated meat may be considered by some as a step toward Khilafa (guardianship of nature). The authors note that “adoption of a diet with a lower environmental impact, via consumption of alt protein products, may be considered a way to uphold at least two of the five key principles: the preservation of life and linage.”
The Shariah scholars who issued the new opinion included:
Sheikh Abdullah AlManea
Sheikh Abdullah AlManea is a well-respected Shariah scholar both nationally and internationally. He has been a member of the Senior Scholars Committee in the Kingdom of Saudi Arabia since 1971, as well as an appointed member of the International Islamic Fiqh Academy. He was the former President of the Makkah Al-Mukarramah Courts, and currently sits on the Shariah advisory board of many banks in the Kingdom. He is also an advisor to the Royal Saudi Court. His expertise in Islamic jurisprudence has positioned him as a sought-after authority in issuing fatwas (Islamic legal rulings).
Professor Abdullah al-Mutlaq
Professor Abdullah al-Mutlaq is a prominent Shariah scholar and a member of the Senior Scholars Committee in the Kingdom of Saudi Arabia. He was the former head of the Department of Comparative Jurisprudence at the Higher Judicial Institute and is currently an advisor to the Royal Saudi Court. He has made significant contributions to the fields of Islamic jurisprudence, education, and public service. His scholarly work has enriched Islamic libraries and has been cited in academic circles.
Professor Saad Al-Shathry
Professor Saad Al-Shathry is a distinguished Shariah scholar. He is an advisor to the Royal Saudi Court, member of the Senior Scholars Committee in the Kingdom of Saudi Arabia, as well as a current member of the Permanent Committee of Ifta’a. He is the author of over 60 books and has published more than 10 articles in scholarly journals. He is known for his advocacy of moderation and balanced interpretation of Islamic teachings, and his influence extends far beyond the Kingdom, reaching a global audience.
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Tractor Supply Company, the largest rural lifestyle retailer in the United States, has launched its ninth annual National Future Farmers of America Organization T-shirt fundraiser. For a limited time, customers can purchase special-edition FFA T-shirts exclusively at Tractor Supply stores nationwide and online to support FFA and its ongoing commitment to the future of agriculture.
Campaign proceeds will be distributed to FFA chapters across the country, funding agricultural programs and activities for students and alumni in support of future leaders at the National FFA Convention & Expo, to be held in Indianapolis, Indiana, Nov. 1-4.
The T-shirt fundraiser has generated nearly $2.2 million in sales since the program’s inception in 2015, with 2022 marking the highest T-shirt sales to date at $412,812. Tractor Supply also proudly supports FFA and its mission through multiple annual fundraising events, such as Grants for Growing and many activities at the local level.
“We are immensely proud to announce our partnership with FFA in this year’s T-shirt campaign,” said Kimberley Gardiner, chief marketing officer of Tractor Supply. “Each shirt sold is a symbol of our long-standing commitment to empowering the future of agriculture. With every purchase, we are not only supporting FFA but also investing in the dreams and aspirations of future leaders in our community.”
The campaign will benefit four programs: the Living to Serve student community empowerment program; Alumni Legacy Grants, which provide $1,000 scholarships annually to students pursuing degrees in agricultural education’ New Farmers of America Archives aimed at promoting inclusivity and accommodating students of all races and backgrounds; and Gift of Blue, which provides funding for members who might not otherwise be able to afford their own jackets.
For more information on the fundraiser, visit TractorSupply.com/FFA and follow Tractor Supply on Facebook, Instagram and Twitter.
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