FGF Brands Inc. signed a definitive agreement to acquire Weston Foods Fresh and Frozen Bakery Businesses of George Weston Limited (TSX:WN) for CAD 1.2 billion on October 25, 2021. Under the terms of agreement, FGF Brands is paying the consideration in cash. The purchase price represents approximately a 10.0x multiple on the 2021 estimated EBITDA of the Weston Foods fresh and frozen bakery businesses. Scotiabank provided financing. FGF Brands will pay a termination fee of CAD 72 million in case of deal termination. The transaction is subject to compliance with the Competition Act (Canada) and the Hart-Scott Rodino Antitrust Improvements Act of 1976 and other closing conditions customary in transactions of this nature and subject to the receipt of all regulatory approvals and satisfaction of customary transaction closing conditions. George Weston expects to close the transaction before the end of the first quarter of 2022. The Company expects to return the net proceeds from the transaction to shareholders through share repurchases over time. Matthew Kaczmarek, Matt DiCesare and Ben Getka of Houlihan Lokey and CIBC Capital Markets are serving as financial advisors and Adrienne DiPaolo, Ebad Rahman, Mitch Frazer, Darryl Hiscocks, Andrew Gray, Molly Reynolds, Michelle Nelles, Teresa Reguly, Michael Fortier, Tom Zverina, Rose Bailey, Dany Assaf, Rebecca Wagner, Corrado Cardarelli and Gwen Watson of Torys LLP and William R. Kucera, Bill Kucera, Marc Sperber, Marina Aronchik, Debbie Hoffman, Bill Stallings, Meytal McCoy, Kim Leffert, David Saye and Cory Menees of Mayer Brown LLP are acting as legal advisors to George Weston. Scotiabank is serving as financial advisor and Joel E. Binder and Timothy Chubb of Stikeman Elliott LLP and Sean D. Rodgers, Martha L. Todd and Sean Rodgers, Kate Rainey Willson of Kirkland & Ellis LLP are acting as legal advisors to FGF. Richard Higa at McCarthy Tétrault LLP advised Scotiabank on the financing. FGF Brands Inc. completed the acquisition of Weston Foods Fresh and Frozen Bakery Businesses of George Weston Limited (TSX:WN) for CAD 1.1 billion on December 10, 2021. Prior to closing, purchase price was revised, including an adjustment to the working capital provisions as a result of seasonal fluctuations in inventory and accounts receivable.