Ingredion (CNP) Risk Analysis

The market price of our common stock may decline as a result of the pending acquisition, and our shareholders could lose the value of their investment in our common stock if, among other factors, after completion of the pending acquisition, we are unable to achieve the expected growth in earnings, or if the anticipated benefits, including run-rate net cost synergies, innovation, and operating efficiencies, from the pending acquisition are not realized, if the transaction costs related to the pending acquisition are greater than expected, or if the pending acquisition is not completed within the expected time period. The market price of our common stock also may decline if we do not achieve the perceived benefits of the transaction as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the pending acquisition on the group's financial position, results of operations or cash flows is not consistent with the expectations of such analysts.

To pay the cash consideration and expenses of the pending acquisition, we may incur up to approximately $4.2 billion in additional indebtedness and have outstanding consolidated indebtedness of up to approximately $6.0 billion immediately after completion of the pending acquisition, which would represent a substantial increase over our total outstanding indebtedness of $1.8 billion as of June 30, 2026. The increased indebtedness of the combined group in comparison to that of our indebtedness on a historical basis may have the effect of, among other impacts, reducing our flexibility to respond to changing business and economic conditions and, particularly if we draw on our bridge term loan facility and delayed draw term loan facility to fund a portion of the cash consideration and acquisition expenses, increasing our borrowing costs. Our ability to reduce such indebtedness will depend on the financial and operating performance of the combined group, which will be subject to the risks and uncertainties discussed in this section and elsewhere in this report. If we incur additional indebtedness following the pending acquisition, the risks related to the substantial indebtedness incurred by us in completing the pending acquisition may intensify.

We will incur significant new indebtedness in connection with the pending acquisition. The credit facility agreements governing such indebtedness will require us, as a combined group, to comply with financial covenants consisting of maximum consolidated leverage ratio and a minimum consolidated interest coverage ratio. Our ability to comply with such covenants will depend on our financial and operating performance, which in turn will be subject to economic conditions and to financial, market and competitive factors, many of which will be beyond our control. Our ability to comply with these covenants will also depend on our ability to successfully implement our overall business strategy and realize the expected benefits of the pending acquisition, including run-rate net cost synergies, innovation, and operating efficiencies. Failure to comply with the covenants could result in a default under the credit facility agreements and under other agreements containing cross-default provisions, which would permit lenders to accelerate the repayment of the indebtedness under these agreements and could require us to take actions that might significantly impair our ability to obtain other financing.

The completion of the pending acquisition is subject to a number of conditions, including conditions relating to clearance of the transaction under the competition and antitrust laws of the United States, the United Kingdom, the European Union, China and other countries. If the pending acquisition is not completed, we would forgo the expected benefits of combining the complementary ingredient portfolios, technical expertise and geographic supply networks of Ingredion and Tate & Lyle, and our ongoing business, financial condition, financial results and stock price could be materially adversely affected. If the acquisition is not completed, we would be subject to a number of risks, including the following: - the market price of our common stock could decline to the extent that the current market price reflects a market assumption that the pending acquisition will be completed;- we could experience negative reactions from the financial markets or from our customers, business partners, suppliers or employees;- we could become involved in litigation related to any failure to complete the pending acquisition or related to any proceeding commenced against us to perform our obligations pursuant to the legal documents governing the pending acquisition; and - if the prevailing exchange rate for British pound sterling declines lower than the strike price of the put contract that we sold to mitigate the foreign currency exposure on the cash consideration payable for the pending acquisition, we could be obligated to settle the put contract of £2,793 million at an unfavorable exchange rate, which could result in material losses and cash payments.

While the acquisition is pending, some customers, partners, suppliers and other persons with which we have business relationships may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with us, as a result of the pending acquisition or otherwise. In addition, we entered into derivative instruments to mitigate the foreign currency exposure on the cash consideration payable for the pending acquisition, but changes in the fair value of these derivative instruments may result in material gains or losses recognized in earnings because we do not designate these derivative instruments as cash flow hedges for accounting purposes. Risks for these business and financial uncertainties may be exacerbated by delays or other adverse developments related to the completion of the pending acquisition.

Following completion of the pending acquisition, the size of our business will be significantly larger than the current size of either our or Tate & Lyle's respective businesses. Our ability to successfully manage this expanded business will depend, in part, upon management's ability to design and implement strategic initiatives that address not only the integration of two independent stand-alone companies, but also the increased scale and scope of the combined business with its associated increased costs and complexity. Failure to effectively manage the integration process or the expanded business could adversely affect the combined group's ability to achieve the operating efficiencies, run-rate net cost synergies and other benefits currently anticipated from the pending acquisition.