TreeHouse to be acquired by Investindustrial for $22.50 per share in cash

TreeHouse (THS) announced that they have entered into a definitive agreement under which TreeHouse Foods will be acquired by Investindustrial in an all-cash transaction for a total enterprise value of $2.9B. Under the terms of the agreement, TreeHouse Foods shareholders will receive $22.50 per share in cash for each share of common stock owned at closing, and one non-transferable contingent value right per common share. The CVR generally will provide a holder with an opportunity to receive certain net proceeds, if any are recovered, from certain ongoing litigation relating to part of TreeHouse Foods’ coffee business. The upfront cash portion of the consideration of $22.50 per common share represents an equity value of $1.2B, a 38% premium to TreeHouse Foods’ closing share price on September 26, the last full trading day prior to market speculation around a transaction and a 29% premium to the company’s 30-day volume-weighted average share price on September 26. The transaction, which has been unanimously approved by the TreeHouse Foods board of directors, is expected to close in the first quarter of 2026, subject to approval by TreeHouse Foods shareholders and satisfaction of regulatory approvals and other customary closing conditions. JANA Partners, a 10% shareholder of TreeHouse Foods common stock, has entered into a customary voting agreement to vote in favor of the transaction at the special meeting of TreeHouse Foods shareholders to be held in connection with the transaction. The transaction is not subject to a financing condition. Upon completion of the transaction, the company’s common stock will no longer be listed on the New York Stock Exchange, and TreeHouse Foods will become a private company. Under the terms of the definitive agreement, shareholders will receive one non-transferable CVR per share, which will provide holders with an opportunity to receive, on a per unit basis, 85% of net proceeds, if any are recovered, from the ongoing TreeHouse Foods, Inc. et al. v. Green Mountain Coffee Roasters, Inc. et al. litigation.