Whole Earth Brands to be acquired by affiliates of Sababa for $4.875 per share

Whole Earth Brands confirmed that the Company entered into a definitive agreement pursuant to which Ozark Holdings, an affiliate of Sababa Holdings FREE, will acquire all of the outstanding shares of the Company’s common stock that it does not already own in an all-cash transaction for $4.875 per share. This represents a 56% premium over the Company’s share price at market close on June 23, 2023 prior to receiving Sababa’s initial $4.00 per share bid and a 37% premium over the Company’s 60-day volume-weighted average price as of February 12, 2024. A special committee of the Company’s board of directors, consisting solely of disinterested members of the Board, in consultation with its independent financial and legal advisors, unanimously recommended the Transaction and the disinterested members of the Board unanimously approved the Transaction. The Transaction is expected to close in the second quarter of 2024. Consummation of the Transaction is conditioned on, among other things, the approval at a special meeting of the Company’s stockholders of the holders of a majority in voting power of the Company’s outstanding stock and of the holders of 66 2/3% of the Company’s outstanding stock not owned by Sababa, and is subject to other customary closing conditions, including the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Transaction is not subject to any financing conditions. The Company expects to release its customary financial results for the fourth quarter and full year ended December 31, 2023 in March 2024. Upon completion of the Transaction, the Company’s common stock will no longer be listed on the NASDAQ Stock Market.