Mars to Acquire Kellanova
Mars to acquire Kellanova for $35.9 billion, uniting two iconic snacking businesses. The all-cash transaction offers $83.50 per share, representing a 44% premium to Kellanova's unaffected 30-day average price. This strategic move will expand Mars' snacking portfolio, adding popular brands like Pringles, Cheez-It, and Pop-Tarts. The deal aims to accelerate Mars' ambition to double its snacking business in the next decade, enhancing its global reach and product diversity. The acquisition is expected to close in the first half of 2025, subject to shareholder and regulatory approvals. Both companies emphasize their commitment to sustainability and responsible marketing practices.
Mars acquisterà Kellanova per 35,9 miliardi di dollari, unendo due marchi iconici nel settore degli snack. La transazione completamente in contante offre 83,50 dollari per azione, rappresentando un premio del 44% rispetto al prezzo medio non influenzato di Kellanova negli ultimi 30 giorni. Questa mossa strategica espanderà il portafoglio snack di Mars, aggiungendo marchi popolari come Pringles, Cheez-It e Pop-Tarts. L'accordo mira ad accelerare l'ambizione di Mars di raddoppiare la propria attività nel settore degli snack nel prossimo decennio, migliorando la sua portata globale e la diversità dei prodotti. Si prevede che l'acquisizione si concluda nella prima metà del 2025, soggetta all'approvazione degli azionisti e delle autorità di regolamentazione. Entrambe le aziende sottolineano il loro impegno per la sostenibilità e pratiche di marketing responsabili.
Mars adquirirá Kellanova por 35.9 mil millones de dólares, uniendo dos marcas icónicas en el sector de snacks. La transacción en efectivo ofrece 83.50 dólares por acción, representando una prima del 44% sobre el precio medio sin afectar de Kellanova en los últimos 30 días. Este movimiento estratégico ampliará el portafolio de snacks de Mars, añadiendo marcas populares como Pringles, Cheez-It y Pop-Tarts. El acuerdo tiene como objetivo acelerar la ambición de Mars de duplicar su negocio de snacks en la próxima década, mejorando su alcance global y la diversidad de productos. Se espera que la adquisición se cierre en la primera mitad de 2025, sujeta a la aprobación de los accionistas y las autoridades regulatorias. Ambas empresas enfatizan su compromiso con la sostenibilidad y prácticas de marketing responsables.
마스(Mars)가 켈라노바(Kellanova)를 359억 달러에 인수할 예정입니다, 두 개의 아이코닉한 스낵 사업을 통합하게 됩니다. 현금 거래로 제안된 주당 83.50달러는 켈라노바의 영향을 받지 않은 30일 평균 가격보다 44% 프리미엄을 나타냅니다. 이번 전략적 결정은 마스의 스낵 포트폴리오를 확장하며 프링글스(Pringles), 치즈잇(Cheez-It), 팝타르트(Pop-Tarts)와 같은 인기 브랜드를 추가하게 됩니다. 이번 거래는 마스가 향후 10년 내에 스낵 사업을 두 배로 늘리겠다는 야망을 가속화하는 것을 목표로 하며, 글로벌 범위와 제품 다양성을 향상시키는 데 기여할 것입니다. 인수는 2025년 상반기에 종료될 것으로 예상되며, 주주 및 규제 승인에 따라 달라질 수 있습니다. 두 회사는 지속 가능성과 책임 있는 마케팅 관행에 대한 약속을 강조합니다.
Mars va acquérir Kellanova pour 35,9 milliards de dollars, unissant deux entreprises emblématiques du secteur des collations. La transaction entièrement en espèces propose 83,50 dollars par action, représentant une prime de 44% par rapport au prix moyen non affecté de Kellanova sur 30 jours. Ce mouvement stratégique élargira le portefeuille de collations de Mars, ajoutant des marques populaires telles que Pringles, Cheez-It et Pop-Tarts. L'accord vise à accélérer l'ambition de Mars de doubler son activité dans les collations au cours de la prochaine décennie, améliorant ainsi sa portée mondiale et la diversité de ses produits. L'acquisition devrait être finalisée dans la première moitié de 2025, sous réserve de l'approbation des actionnaires et des autorités réglementaires. Les deux entreprises soulignent leur engagement envers la durabilité et des pratiques de marketing responsables.
Mars wird Kellanova für 35,9 Milliarden Dollar übernehmen und damit zwei ikonische Snack-Marken vereinen. Die Bartransaktion bietet 83,50 Dollar pro Aktie, was eine 44% Prämie auf den unbeeinflussten 30-Tage-Durchschnittspreis von Kellanova darstellt. Dieser strategische Schritt wird das Snack-Portfolio von Mars erweitern und beliebte Marken wie Pringles, Cheez-It und Pop-Tarts hinzufügen. Das Geschäft zielt darauf ab, Mars' Bestreben zu beschleunigen, das Snack-Geschäft im nächsten Jahrzehnt zu verdoppeln und die globale Reichweite sowie die Produktvielfalt zu verbessern. Die Übernahme soll in der ersten Hälfte von 2025 abgeschlossen sein, vorbehaltlich der Genehmigung der Aktionäre und der Regulierungsbehörden. Beide Unternehmen betonen ihr Engagement für Nachhaltigkeit und verantwortungsbewusste Marketingpraktiken.
- Acquisition expands Mars' snacking portfolio with iconic brands like Pringles and Cheez-It
- 44% premium offered to Kellanova shareholders
- Transaction expected to accelerate Mars' goal of doubling snacking business in next decade
- Enhances Mars' global reach and product diversity in snacking sector
- Combines complementary R&D capabilities for increased innovation
- Strengthens Mars' presence in health & wellness snacking category
- Significant increase in Mars' debt to finance the $35.9 billion acquisition
- Potential integration challenges merging two large organizations
- Regulatory approvals may delay or complicate the transaction
Insights
This $35.9 billion acquisition of Kellanova by Mars is a significant move in the global snacking industry. The
This merger will create a formidable player in the global snacking market, with combined 2023 net sales exceeding
This transaction faces significant regulatory hurdles due to its size and potential market impact. Antitrust reviews in multiple jurisdictions are likely, with particular scrutiny in markets where Mars and Kellanova have overlapping strong positions. The deal's structure, including the voting agreements with major shareholders, appears designed to facilitate approval. The expected closing timeline of first half 2025 suggests anticipation of a lengthy regulatory process. Investors should note the dividend continuation clause, allowing Kellanova to maintain its dividend policy until closing. The transaction's success may hinge on potential divestiture commitments to address competition concerns. Close attention should be paid to any regulatory developments that could impact the deal's completion or terms.
Transaction unites two iconic businesses with complementary footprints and portfolios of beloved brands
Enables Mars to further shape the future of snacking and serve more consumers globally
Kellanova shareholders to receive
Strong cultural fit, bringing together two values-based and purpose-led businesses
Kellanova is home to iconic snacking brands including Pringles®, Cheez-It®, Pop-Tarts®, Rice Krispies Treats®, NutriGrain® and RXBAR®, as well as cherished food brands including Kellogg’s® (international), Eggo® and MorningStar Farms®. With roots dating back more than 100 years, Kellanova has a rich legacy of quality and innovation. Kellanova had 2023 Net Sales of more than
Kellanova’s portfolio complements the existing Mars portfolio, which includes billion-dollar snacking and confectionery brands like SNICKERS®, M&M’S®, TWIX®, DOVE® and EXTRA®, as well as KIND® and Nature’s Bakery®. Mars also has 10 pet care brands with over
Poul Weihrauch, CEO and Office of the President of Mars, Incorporated, said: “In welcoming Kellanova’s portfolio of growing global brands, we have a substantial opportunity for Mars to further develop a sustainable snacking business that is fit for the future. We will honor the heritage and innovation behind Kellanova’s incredible snacking and food brands while combining our respective strengths to deliver more choice and innovation to consumers and customers. We have tremendous respect for the storied legacy that Kellanova has built and look forward to welcoming the Kellanova team.”
Steve Cahillane, Chairman, President and CEO of Kellanova, added: “This is a truly historic combination with a compelling cultural and strategic fit. Kellanova has been on a transformation journey to become the world’s best snacking company, and this opportunity to join Mars enables us to accelerate the realization of our full potential and our vision. The transaction maximizes shareholder value through an all-cash transaction at an attractive purchase price and creates new and exciting opportunities for our employees, customers, and suppliers. We are excited for Kellanova’s next chapter as part of Mars, which will bring together both companies’ world-class talent and capabilities and our shared commitment to helping our communities thrive. With a proven track record of successfully and sustainably nurturing and growing acquired businesses, we are confident Mars is a natural home for the Kellanova brands and employees.”
Snacking is a large, attractive and durable category that continues to grow in importance with consumers. Upon completion of the transaction, Kellanova will become part of Mars Snacking, led by Global President Andrew Clarke and headquartered in
Andrew
Transaction Advances Strategic Vision for the Future of Snacking
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Accelerates ambition to double Mars Snacking in the next decade, in alignment with global consumer demand trends. The addition of Kellanova provides Mars Snacking with entry into new attractive snacking categories. It will add two new billion-dollar brands – Pringles® and Cheez-It® – to the Mars business, which today includes
15 billion-dollar brands. It will also expand the Mars health & wellness Snacking portfolio with the addition of new complementary products like RXBAR® and NutriGrain® to reflect global trends and preferences. With this transaction, Mars can extend its commitment to nourishing wellbeing through an expanded global reach and diversified product portfolio to meet evolving consumer tastes and demands.
- Enhances portfolio with addition of unique, category-leading and growing brands. Kellanova’s differentiated brand portfolio is defined by uniqueness, delivering category leadership and spring-loaded platforms for future growth. The majority of Kellanova snacking brands outperform category competitors, particularly among Gen Z and Millennial consumers.
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Delivers stronger, differentiated portfolio and distribution platform for priority international markets. Kellanova’s globally recognized portfolio includes beloved and growing brands with untapped potential. The combined portfolio will be well-suited to meet consumer demands for a variety of tastes and price points in fast-growing geographies, including
Africa andLatin America , through complementary routes-to-market, supply chains and local operations.
- Brings together world-class talent with leading brand-building experience. Both Mars and Kellanova have portfolios of some of the world’s most iconic brands, all of which have been nurtured and grown by world-class talent with deep expertise. The acquisition of Kellanova by Mars will enable each company’s talent base to take advantage of greater combined resources and professional development opportunities, given the complementary nature of the broader family of brands.
- Combines complementary capabilities to unlock growth and consumer-centric innovation. The addition of Kellanova’s R&D capabilities will enable the combined business to share best practices in brand building, deliver enhanced digital capabilities, unlock complementary channel strengths and advance brand ecosystems and immersions.
- Enhances positive societal impact of strong sustainability efforts. Kellanova has a long history of social and environmental leadership, including its Better Days Promise initiative, complementing the Mars Sustainable in a Generation Plan, which has delivered tangible progress, as reflected in its latest Sustainability Report, which documented strong decoupling of business growth from greenhouse gas emissions. Kellanova will also become part of the Mars Net Zero commitment and align with the Mars Responsible Marketing code.
Transaction Details
Under the terms of the agreement, Mars will acquire all outstanding equity of Kellanova for
Mars intends to fully finance the acquisition through a combination of cash-on-hand and new debt, for which commitments have been secured.
The agreement has been unanimously approved by the Board of Directors of Kellanova. The transaction is subject to Kellanova shareholder approval and other customary closing conditions, including regulatory approvals, and is expected to close within the first half of 2025. The transaction agreement permits Kellanova to declare and pay quarterly dividends consistent with historical practice prior to the closing of the transaction.
The W.K. Kellogg Foundation Trust and the Gund Family have entered into agreements pursuant to which they have committed to vote shares representing
After closing,
Advisors
Citi is serving as financial advisor to Mars. J.P. Morgan and Citi have provided Mars with financing support for the transaction. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to Mars on the acquisition, with Simpson Thacher & Bartlett LLP providing legal advice for the debt financing. Cravath, Swaine & Moore LLP is serving as financing counsel to J.P. Morgan and Citi. Goldman Sachs is serving as financial advisor to Kellanova. Lazard is serving as financial advisor to Kellanova’s Board of Directors. Kirkland & Ellis LLP is serving as legal advisor to Kellanova.
Microsite
A dedicated website providing ongoing information about the transaction is available at futureofsnacking.com.
About Mars, Incorporated
Mars, Incorporated is driven by the belief that the world we want tomorrow starts with how we do business today. As a global, family-owned business, Mars is transforming, innovating, and evolving to make a positive impact on the world. Across our diverse and expanding portfolio of quality snacking, food, and pet care products and services, we employ 150,000+ dedicated Associates. With more than
For more information about Mars, please visit www.mars.com. Join us on Facebook, Twitter, Instagram, LinkedIn and YouTube.
About Kellanova
Kellanova (NYSE: K) is a leader in global snacking, international cereal and noodles, and
At Kellanova, our purpose is to create better days and ensure everyone has a seat at the table through our trusted food brands. We are committed to promoting sustainable and equitable food access by tackling the crossroads of hunger, sustainability, wellbeing, and equity, diversity & inclusion. Our goal is to create Better Days for 4 billion people by the end of 2030 (from a 2015 baseline). For more detailed information about our commitments, our approach to achieving these goals, and methodology, please visit our website at https://www.Kellanova.com.
Forward-Looking Statements
This press release, and any related oral statements, includes statements that are forward-looking statements made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed acquisition (the “Merger”) of Kellanova (the “Company”) by Mars, Incorporated, stockholder and regulatory approvals, the expected timetable for completing the Merger, expected benefits of the Merger and any other statements regarding the Company’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts. This information may involve risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These risks and uncertainties include, but are not limited to: failure to obtain the required vote of the Company’s stockholders in connection with the Merger; the timing to consummate the Merger and the risk that the Merger may not be completed at all or the occurrence of any event, change, or other circumstances that could give rise to the termination of the merger agreement, including circumstances requiring a party to pay the other party a termination fee pursuant to the merger agreement; the risk that the conditions to closing of the Merger may not be satisfied or waived; the risk that a governmental or regulatory approval that may be required for the Merger is not obtained or is obtained subject to conditions that are not anticipated; potential litigation relating to, or other unexpected costs resulting from, the Merger; legislative, regulatory, and economic developments; risks that the proposed transaction disrupts the Company’s current plans and operations; the risk that certain restrictions during the pendency of the proposed transaction may impact the Company’s ability to pursue certain business opportunities or strategic transactions; the diversion of management’s time on transaction-related issues; continued availability of capital and financing and rating agency actions; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company’s common stock, credit ratings or operating results; and the risk that the proposed transaction and its announcement could have an adverse effect on the ability to retain and hire key personnel, to retain customers and to maintain relationships with business partners, suppliers and customers. The Company can give no assurance that the conditions to the Merger will be satisfied, or that it will close within the anticipated time period.
All statements, other than statements of historical fact, should be considered forward-looking statements made in good faith by the Company, as applicable, and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. When used in this communication, or any other documents, words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “objective,” “plan,” “project,” “seek,” “strategy,” “target,” “will” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on the beliefs and assumptions of management at the time that these statements were prepared and are inherently uncertain. Such forward-looking statements are subject to risks and uncertainties that could cause the Company’s actual results to differ materially from those expressed or implied in the forward-looking statements. These risks and uncertainties, as well as other risks and uncertainties that could cause the actual results to differ materially from those expressed in the forward-looking statements, are described in greater detail under the heading “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 30, 2023 filed with the United States Securities and Exchange Commission (the “SEC”) and in any other SEC filings made by the Company. The Company cautions that these risks and factors are not exclusive. Management cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements or present or prior earnings levels. Forward-looking statements speak only as of the date of this communication, and, except as required by applicable law, the Company does not undertake any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.
Additional Information about the Proposed Merger and Where to Find It
A meeting of stockholders of the Company will be announced as promptly as practicable to seek Company stockholder approval in connection with the Merger. The Company intends to file a preliminary and definitive proxy statement, as well as other relevant materials, with the SEC relating to the Merger. Following the filing of the definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the Merger. This communication is not intended to be, and is not, a substitute for the proxy statement or any other document that the Company expects to file with the SEC in connection with the Merger. THE COMPANY URGES INVESTORS TO READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND THESE OTHER MATERIALS FILED WITH THE SEC OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MERGER. Any vote in respect of resolutions to be proposed at the Company’s stockholder meeting to approve the Merger or other responses in relation to the Merger should be made only on the basis of the information contained in the proxy statement. Investors will be able to obtain free copies of the proxy statement (when available) and other documents that will be filed by the Company with the SEC at http://www.sec.gov, the SEC’s website, or from the Company’s website (https://investor.Kellanova.com). In addition, the proxy statement and other documents filed by the Company with the SEC (when available) may be obtained from the Company free of charge by directing a request to Investor Relations at https://investor.Kellanova.com.
No Offer or Solicitation
This press release is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
The Company, its directors and certain of its officers and employees, may be deemed to be participants in the solicitation of proxies from Company stockholders in connection with the Merger. Information about the Company’s directors and executive officers is set forth under the captions “Proposal 1–Election of Directors,” “Corporate Governance,” “Board and Committee Membership,” “2023 Director Compensation and Benefits,” “Directors’ Compensation Table,” “Compensation and Talent Management Committee Report–Compensation Discussion and Analysis,” “Executive Compensation,” “Retirement and Non-Qualified Defined Contribution and Deferred Compensation Plans,” “Potential Post-Employment Payments,” “Pay versus Performance,” “CEO Pay Ratio” and "Stock Ownership–Officer and Director Stock Ownership" sections of the definitive proxy statement for the Company’s 2024 annual meeting of shareowners, filed with the SEC on March 4, 2024, under the caption “Executive Officers” of Item 1 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023, filed with the SEC on February 20, 2024, in the Company’s Current Reports on Form 8-K filed with the SEC on January 12, 2024, February 22, 2024, and May 1, 2024 and in the Company’s January 12, 2024 press release found on its Investor Relations page at https://investor.Kellanova.com, relating to the appointment of President Kellanova North America and President, Kellanova Latin America. Additional information regarding ownership of the Company’s securities by its directors and executive officers is included in such persons' SEC filings on Forms 3 and 4. These documents may be obtained free of charge at the SEC’s web site at www.sec.gov and on the Investor Relations page of the Company’s website located at https://investor.Kellanova.com. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Merger will be included in the proxy statement that the Company expects to file in connection with the Merger and other relevant materials the Company may file with the SEC.
1 Includes
View source version on businesswire.com: https://www.businesswire.com/news/home/20240814252374/en/
Mars
Media
FGS Global for Mars
Kal Goldberg / Jenny Gore / Lindsay Molk
kal.goldberg@fgsglobal.com / jenny.gore@fgsglobal.com / lindsay.molk@fgsglobal.com
Kellanova
Media
Media Hotline, 269-961-3799
Media.Hotline@kellanova.com
Investors
John Renwick, CFA
269-961-9050
Brunswick Group for Kellanova
Jayne Rosefield / Monica Gupta / Matt Dowe
jrosefield@brunswickgroup.com / mgupta@brunswickgroup.com / mdowe@brunswickgroup.com
Source: Mars, Incorporated
FAQ
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