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.
For more news of interest to the food and beverage industry, subscribe to Gourmet News.
My/Mochi Pumpkin Spice, Apple Pie Flavors Return
It’s that time of year when all that is nice comes is pumpkin spice! My/Mochi is no exception. The brand will start stocking freezers nationwide with its Pumpkin Spice, as well as Apple Pie á La Mode, mochi ice creams beginning in early September.
The Los Angeles-based company makes its own creamy, premium ice cream and wraps it in pillowy rice dough to deliver a cool, dual texture experience in an 80-calorie portioned snack that fits in the palm of your hand.
Pumpkin Spice stands out among the fall food frenzy with cinnamon pumpkin spice ice cream and graham cracker wrapped in the chewy mochi dough; and Apple Pie á La Mode delivers a twist on the classic with a soft cinnamon spice apple filling perfectly placed in the center of vanilla ice cream so you get that extra taste sensation in every bite.
“At My/Mochi, we love bringing joy to people year-round and we get super excited about our seasonal and holiday flavors because they’re fun and unique in the ice cream category,” says Brigette Wolf, chief marketing officer, My/Mochi. “Because we make our own ice cream and our own mochi dough, we craft these limited batches fresh for the season and are so excited seeing how people rush to make sure they don’t miss out!”
My/Mochi Seasonals are available at select retailers nationwide for an average price of $5.99 for a six-count box.
My/Mochi is the original mochi ice cream company, founded in the 1990s by a Japanese baker and American entrepreneur who set up a small shop in Los Angeles’ Little Tokyo. Since then, the brand has evolved and grown to be the world’s largest producer of mochi ice cream. It is available in more than 20 flavors – including Cookies & Cream, Strawberry, Double Chocolate, Mango and S’Mores, as well as dairy-free options and Smoothies.
All My/Mochi ice cream is gluten free, soy free, made with milk containing no rBST and non-GMO ingredients. My/Mochi is available at retailers nationwide.
For more news of interest to the specialty food industry, subscribe to Gourmet News.
Ferrara Candy to Acquire Dori Alimentos
Ferrara Candy Company, a Ferrero related company and the largest sugar confections company in the United States, has reached an agreement to acquire Dori Alimentos, one of Brazil’s leading manufacturers and distributors of sweets and snacks. The acquisition will be made through CTH, which is the lead holding company of Ferrara. Dori is a family-controlled company backed by an affiliate of ACON Investments. Financial terms of the transaction were not disclosed.
Since its founding in 1967, Dori has built strong and recognized brands that are loved by millions of consumers across Brazil including Dori, Pettiz, Jubes, Gomets, Deliket, Disqueti, Yogurte 100, and Bolete. Dori’s strong portfolio, consistent performance and multi-channel nationwide distribution capabilities have allowed it to enjoy double-digit revenue growth over the last several years.
Headquartered in Chicago for more than 115 years and privately owned, Ferrara is the top-selling U.S. sugar confections company and the manufacturer of 20 beloved brands such as Black Forest, Brach’s, NERDS, SweeTARTS and Trolli.
“We are thrilled to join Ferrara, who we are confident is the right partner for this next step of Dori’s incredible story,” said Pedro Lobo, chief executive officer of Dori. “Like us, Ferrara puts the consumer at the center of all they do, shares our spirit of innovation and believes in the emotional power of candies and snacks. This pairing reflects the outstanding company that the Dori team has built over 56 years and our standing as industry pioneers in Brazil. We are thrilled to preserve that valued heritage.”
“Dori is a great fit with Ferrara, with a complementary portfolio of candies, similar heritage and a values-driven internal culture,” said Marco Capurso, chief executive officer of Ferrara. “We have deep admiration for Dori’s products and extraordinary team. We are excited to enter the fast-growing Brazilian market and create tremendous opportunity ahead for both Dori and Ferrara.”
“For many years, Ferrara has been a great inspiration for building Dori’s product portfolio and, perhaps because of this, they are similar and aligned companies. I am happy to see that Dori will be instrumental to the official expansion of Ferrara into Brazil, which will certainly provide the best path for the success of the business we have built,” said Vitor Barion, chairman of the board of directors of Dori.
“We have seen Dori evolve tremendously since our initial investment in 2016 and are excited for Dori to be embarking on a new phase in its history. We believe that Dori and Ferrara will form a strong partnership that will create value for all stakeholders,” said Rodrigo Galvão, partner at ACON Investments in Brazil.
Once the transaction is closed, Dori’s over 3,100 employees will join Ferrara’s 4,600 team members to advance a shared vision and strategy and bring additional sweetness to consumers around the world.
The transaction is expected to close in the fourth quarter of 2023 and is subject to certain closing conditions.
For more news of interest to the snack industry, subscribe to Gourmet News.
