J.M. Smucker to Acquire Hostess for $5.6B
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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GoMacro Wildlife Conservation Fund Raiser Returns
GoMacro, known for its organic, plant-based nutrition bars, is excited to partner with Sheldrick Wildlife Trust for the fourth year in a row. Born from a family’s passion for Kenya and its wilderness, the Sheldrick Wildlife Trust was established in 1977 as a pioneering conservation organization dedicated to protecting Africa’s wildlife and preserving habitats for the future of all wild species.
Best known for its Orphans’ Project, Sheldrick Wildlife Trust not only operates the most successful orphan elephant rescue and rehabilitation program in the world, but also embraces all measures that complement the conservation, preservation, and protection of wildlife. Annually, a portion of net proceeds from Smooth Sanctuary MacroBars sold throughout the month of August will be donated to the Kenya-based nonprofit organization.
“Partnering with Sheldrick Wildlife Trust is one more way we live out our company principles to ‘Tread Lightly’ and ‘Give Back,’” said Jola Sonkin, CEO and co-founder of GoMacro. “Their holistic approach to providing both protection to animals and conservation of key habitats is aligned with our mission to have a positive impact on the planet.”
In addition to supporting the nonprofit’s efforts with the annual Give Back Bar, GoMacro has also “adopted” a young elephant named Dololo through the Orphans’ Project. Dololo was rescued by the trust just outside Kenya’s Tsavo East National Park after receiving a report of a calf submerged in a dam overnight with only his trunk raised for breath. Thanks to the nonprofit, and with donations from supporters like GoMacro, the orphaned elephant is receiving the medical care, nourishment, and enrichment he needs to eventually return to a wild herd.
“As a family-founded company, we’re proud to support a family-founded organization leading the effort in protecting the unique wildlife and environment of East Africa. We’re excited to continue our partnership with an organization that has international impact,” Sonkin said.
In addition to the Smooth Sanctuary MacroBar, GoMacro offers three other Give Back Bars —Everlasting Joy, Protein Replenishment, and Sunny Uplift — benefiting nonprofits Feeding San Diego, Solutions for Change, Farm Sanctuary and the Keep A Breast Foundation during dedicated times of each year.
The Double Chocolate + Peanut Butter Chips MacroBar is available for purchase at retailers nationwide, Amazon and gomacro.com.
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Southern Recipe Aids Truck Drivers in Annual Campaign
In Southern Recipe’s Annual Truck Driver Appreciation Week campaign, the brand will once again shine a light on the truck driving industry and support St. Christopher Truckers Relief Fund with a $7,500 donation plus an additional $5,000 donation from Rudolph Foods going directly to the wellness programs. Bringing awareness to the truck driving community and Truck Driver Appreciation Week has been a passion of Southern Recipe’s for more than a decade. Throughout August and into Truck Driver Appreciation Week, which is Sept. 10-16, drivers will be encouraged to sign up for free health screenings and services on the St. Christopher Truckers Relief Fund website.
This year, Southern Recipe will honor truckers by aiding in their overall wellbeing and encouraging sign ups to the free health programs available to them, such as Rigs Without Cigs and the Diabetes Prevention Program. Southern Recipe’s Truck Driver Appreciation Week celebration also invites fans to share the “Tune Up Challenge” with their social media communities to build awareness of the wellness programs offered by the St. Christopher Truckers Relief Fund. Every share accounts for an entry for free product from Southern Recipe, and every trucker who signs up for a program on the SCF website is entered to win a free case of pork rinds as well.
“Everything we do, and everything we buy, is touched by a truck driver. Every year, we strive to support drivers as best we can,” shared Mark Singleton, vice president of sales and marketing at Southern Recipe and Rudolph Foods. “These men and women help fuel our families with food and comfort. We’ve been celebrating these important road heroes for more than a decade now, with our incredible charity partner, the St. Christopher Truckers Relief Fund.”
“We want to support our road warriors in their health journey and let them know that they’re not alone,” said Shannon Currier, director of philanthropy at St. Christopher Truckers Relief Fund. “Partnering with brands like Southern Recipe helps us educate consumers and helps us share our wellness initiatives.”
Through the charity’s Rigs Without Cigs program, SCF helps drivers reduce their tobacco intake, and through programs that help with common health issues truckers face such as the Diabetes Prevention Program and Driven To Be Healthy, SCF helps drivers stay true to their wellness goals. SCF’s new GPS (Get Preventative Screenings) program gives truckers free cancer screening kits, helping drivers check in on their health from the privacy of their truck, home or at a lab of their choosing. The charity’s overall goal is to continue to build awareness of these programs so that America’s truckers are healthy and happy. Members of the trucking community and consumers across America are encouraged to celebrate Truck Driver Appreciation Week with Southern Recipe and SCF across the social space at SouthernRecipe.com and @SouthernRecipe.
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