LAMB WESTON HOLDINGS, INC. 
Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the terms of the Purchase Agreement, LWH will acquire from MB 100%
of the equity interests in MFF (the "Transaction"), such that following the
Transaction, LWH will own 100% of the equity interests of the Joint Venture, for
an aggregate purchase price of approximately €700.0 million, consisting of (i)
cash consideration of approximately €525.0 million and (ii) a number of shares
of LW's common stock (the "Stock Consideration"), par value
The Purchase Agreement contains customary representations, warranties and covenants made by each of the parties. Subject to certain exceptions and other provisions, the parties have agreed to indemnify each other for breaches of representations and warranties, breaches of covenants and certain other matters.
Completion of the Transaction is subject to customary closing conditions and is anticipated to occur in the Company's second half of fiscal 2023, although there can be no assurance the Transaction will occur within the expected timeframe or at all.
The above description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which will be filed by an amendment to this Current Report on Form 8-K and incorporated by reference herein.
The Purchase Agreement will be included as an exhibit to an amendment to this Current Report on Form 8-K to provide investors and security holders with information regarding its terms. The Purchase Agreement is not intended to provide any other financial information about the parties thereto or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Purchase Agreement are made only for purposes of that agreement and as of specific dates, are solely for the benefit of the parties thereto, may be subject to limitations agreed upon by such parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties thereto instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the parties to the Purchase Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures by the parties thereto.
Item 3.02. Unregistered Sale of
Pursuant to the Purchase Agreement described above in Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference, the Company has agreed to deliver the Stock Consideration to MB at the closing of the Transaction, subject to the satisfaction of the closing conditions set forth in the Purchase Agreement. The issuance of the Stock Consideration by the Company to MB will be made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.
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Item 7.01 Regulation FD Disclosure.
On
The information included in Item 7.01 of this Current Report on Form 8-K, as well as Exhibit 99.1 and Exhibit 99.2 referenced herein, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
Cautionary Information Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, as amended, based on the Company's current
expectations, estimates and projections about its operations, industry,
financial condition, performance, results of operations, and liquidity.
Statements containing words such as "may," "believe," "anticipate," "expect,"
"intend," "plan," or similar expressions constitute forward-looking statements.
These forward-looking statements include, but are not limited to, statements
regarding the expected timing of the completion of the Transaction and the
ability of the parties to consummate the Transaction. Potential factors that
could affect these forward-looking statements include, among others, the
occurrence of any event, change or other circumstances that could give rise to
the termination of the Purchase Agreement; the risk that the necessary
regulatory approvals may not be obtained or may be obtained subject to
conditions that are not anticipated; the risk that the Transaction will not be
consummated in a timely manner; risks that any of the closing conditions to the
Transaction may not be satisfied or may not be satisfied in a timely manner;
risks related to disruption of management time from ongoing business operations
due to the Transaction; failure to realize the benefits expected from the
Transaction; and the effect of the announcement of the Transaction on the
Company's ability to retain customers and retain and hire key personnel,
maintain relationships with suppliers, and on its operating results and
businesses generally, as well as the factors disclosed in the Company's filings
with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 99.1Lamb Weston Holdings, Inc. Press Release, datedOctober 20, 2022 Lamb Weston Holdings, Inc. Investor Presentation, datedOctober 20 , 99.2 2022 Cover Page Interactive Data File (cover page XBRL tags embedded within 104 the Inline XBRL document) - 3 -
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