The J. M. Smucker Company (NYSE:SJM) signed a definitive agreement to acquire Hostess Brands, Inc. (NasdaqCM:TWNK) from a group of shareholders for $4.6 billion on September 10, 2023. The Company, through its wholly owned subsidiary SSF Holdings, Inc., will commence an exchange offer to acquire all outstanding shares of Hostess at a price of $34.25 per share of Hostess common stock, consisting of $30.00 of cash and .03002 of a share of the Company?s common stock (having a value of $4.25 based on the closing price of the Company?s common stock on Friday, September 8, 2023) to be exchanged for each Hostess share. Upon the successful completion of the exchange offer, the Company will acquire all of the remaining shares of Hostess common stock that were not tendered 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. The transaction is not subject to a financing condition. Smucker has secured $5.2 billion in a fully committed bridge financing from Bank of America, N.A. and RBC Capital Markets LLC. On September 27, 2023, the original commitments in respect of the bridge loan facility were reduced to $4.4 billion. Pro forma total net debt estimated at the closing date will be approximately $8.6 billion and the pro forma total net debt-to-EBITDA ratio is expected to be approximately 4.4x. The Company intends to maintain its balanced capital deployment model, along with an investment grade debt rating. The transaction includes the Hostess Brands sweet baked goods brands (Hostess Donettes, Twinkies, CupCakes, DingDongs, Zingers, CoffeeCakes, HoHos, Mini Muffins and Fruit Pies) and the Voortman cookie brand, along with manufacturing facilities in Emporia, Kansas; Burlington, Ontario; Chicago, Illinois; Columbus, Georgia; Indianapolis, Indiana and Arkadelphia, Arkansas (which is currently under construction) and a distribution facility in Edgerton, Kansas. Additionally, approximately 3,000 employees will join the Company in conjunction with the transaction. In case of termination of agreement under certain circumstances, Hostess Brands will pay Smucker a termination fee of $175 million (representing 3.75% of the equity value of Hostess Brands based on the $34.25 transaction consideration value as of the date of the merger agreement).

As on November 7, 2023, Jerry D. Kaminski, Andrew P. Callahan, Olu Beck, Laurence Bodner, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Ioannis Skoufalos, and Craig D. Steeneck resigned as directors of Hostess Brands and John P. Brase, Jeannette L. Knudsen, and Tucker H. Marshall, the directors of SJM became directors of Hostess Brands. Andrew P. Callahan, Travis E. Leonard, Arist R. Mastorides, Daniel J. O?Leary, Adrian A. Poretti, Darryl P. Riley, Jolyn J. Sebree, and Robert C. Weber, the executive officers of Hostess were replaced and the executive officers of SJM became the executive officers of Hostess. As of the effective time, John P. Brase to serve as President, Jeannette L. Knudsen as Chief Legal Officer and Secretary, Tucker H. Marshall as Chief Financial Officer, Nadeem S. Ali as Vice President and Treasurer, and Peter O. Farah as Vice President and Assistant Secretary for Hostess Brands.

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; receipt of required regulatory approvals including any applicable waiting period under the HSR Act, having expired or terminated, and expiration, termination or waiver of the applicable waiting period under the antitrust laws of Canada; the merger agreement not having been validly terminated in accordance with its terms; the registration statement on Form S-4 having become effective; the Smucker common shares to be issued in the offer and the merger having been approved for listing on the NYSE and other closing conditions. The transaction has been unanimously approved by the boards of directors of both The J.M. Smucker Co. and Hostess Brands, Inc. Hostess Brands board unanimously recommends that Hostess Brands? stockholders accept the offer and tender their shares. Smucker Board also recommended the adoption of the agreement by stockholders. The US anti-trust approval was obtained by J.M. Smucker on October 25, 2023. The waiting period applicable to the Offer and the Merger under the Competition Act expired effective October 23, 2023. The transaction is anticipated to close in the third quarter of the Company?s current fiscal year ending April 30, 2024. As of October 24, 2023, the offer will expire at one minute past 11:59 P.M. Eastern Time, November 6, 2023. As of November 6, 2023, the offer has been extended until 12:00 p.m., Eastern Time, on November 7, 2023, unless further extended in accordance with the merger agreement. As of November 7, 2023, as of the Expiration Time, approximately 52.10% of the aggregate voting power of Hostess Brands Common Stock outstanding immediately after the consummation of the Offer were tendered, and and an additional 22,117,606 Hostess Brands shares were tendered pursuant to guaranteed delivery procedures, representing approximately an additional 16.64% of the outstanding shares of Hostess. Accordingly, SJM irrevocably accepted for exchange all shares of Hostess Brands Common Stock validly tendered and not validly withdrawn pursuant to the Offer. In accordance with Section 251(h) of the Delaware General Corporation Law, the transaction is completed with Hostess Brands surviving as a wholly owned subsidiary of SJM.

RBC Capital Markets LLC is serving as lead financial advisor and due diligence provider to The J. M. Smucker in connection with the transaction. BofA Securities is also serving as financial advisor to The J. M. Smucker. Wachtell, Lipton, Rosen & Katz and Calfee, Halter & Griswold LLP serving as The J. M. Smucker's legal advisors. Morgan Stanley & Co. LLC acted as financial advisor, fairness opinion provider and due diligence advisor to Hostess Brands Board. Howard A. Kenny; R. Alec Dawson and Andrew L. Milano of Morgan, Lewis & Bockius LLP are serving as legal advisors to Hostess Brands. Brandon Van Dyke and Kyle J. Hatton of Skadden, Arps, Slate, Meagher & Flom LLP represented Morgan Stanley & Co. LLC as financial advisor. D.F. King & Co., Inc. acted as information agent to The J. M. Smucker and The Depository Trust Company acted transfer agent for The J. M. Smucker in the transaction. Computershare Investor Services, LLC serves as the transfer agent and registrar and Computershare Trust Company, National Association acted as depositary for Smucker common shares. Hostess Brands has agreed to pay Morgan Stanley a fee of approximately $61 million for its services, of which $7.5 million was payable upon the rendering of such opinion and the remainder of which is contingent upon the closing of the merger.

The J. M. Smucker Company (NYSE:SJM) completed the acquisition of Hostess Brands, Inc. (NasdaqCM:TWNK) from a group of shareholders on November 7, 2023. As of November 7, 2023, SJM announced the formation of a new strategic business area, Sweet Baked Snacks, and the subsequent Officer election of Dan O'Leary to Senior Vice President and General Manager, Sweet Baked Snacks and Pet. SJM also announced Leadership Changes, The new structure includes strategic businesses overseen by Board-elected General Managers, all reporting to John Brase, Chief Operating Officer. Rob Ferguson, to serve as Senior Vice President and General Manager, Coffee and Procurement, Rebecca Scheidler to serve as Senior Vice President and General Manager, Frozen Handheld and Spreads and Tim Wayne, to serve as Senior Vice President, Away From Home and International. Bryan Hutson, to serve as Senior Vice President, Information Services, Transformation and Portfolio Operations will report to Tucker H. Marshall. Amy Held, Chief Transformation Officer; Joe Stanziano, Senior Vice President and General Manager, Coffee; Gagnesh Gupta, Senior Vice President, Procurement and Commodities, will transition from the Company, effective February 2, 2024; December 1, 2023; and December 29, 2023, respectively.