TreeHouse Foods, Inc.

TreeHouse Foods, Inc. – A New Chapter: Global Food Solutions Acquires THS

The Big News: TreeHouse Foods, Inc. (NYSE: THS) shareholders have overwhelmingly approved the company's acquisition by Global Food Solutions Inc. This all-cash transaction will transform TreeHouse Foods, a leading private label food and beverage manufacturer, from a publicly traded entity into a privately held company, marking a significant strategic shift. This summary provides key details from TreeHouse Foods' recent 8-K filing regarding this shareholder approval.

Key Transaction Details:

• Acquirer: Global Food Solutions Inc.
• Shareholder Payout: TreeHouse Foods shareholders will receive $52.50 in cash for each share of common stock they own.
• Total Value: The transaction values TreeHouse Foods at approximately $2.9 billion, including assumed debt.
• Premium: The $52.50 per share offer price provides a 28% premium over TreeHouse Foods' closing stock price on the last trading day before the initial announcement of the potential transaction.
• Shareholder Approval: Shareholders strongly endorsed the merger agreement at a Special Meeting held on January 29, 2024. They cast over 43 million votes in favor of the merger, with only 81,970 against, demonstrating robust investor confidence in the deal.
• Executive Compensation Advisory Vote: Shareholders also approved, on an advisory basis, the compensation for TreeHouse Foods' named executive officers related to the merger. Although it passed, this vote faced significant dissent, with over 16 million votes against, suggesting some shareholder reservations about executive payouts.

Why This Acquisition Matters:

This acquisition concludes TreeHouse Foods' multi-year strategy to streamline its business and sharpen its focus on the higher-growth, higher-margin Snacks & Beverages segment. After TreeHouse Foods successfully divested its Meal Preparation division (including pasta and baked goods) to Investcorp in early 2024, the company became a more attractive acquisition target.

Global Food Solutions Inc. acquires TreeHouse to:

• Expand its private label portfolio.
• Gain significant market share in the snacks and beverages sector.
• Achieve substantial operational efficiencies.

For TreeHouse shareholders, this deal offers an immediate and significant cash return on their investment, providing a clear exit at a premium.

Impact and Implications:

• For Investors: If you own THS stock, you will receive $52.50 in cash for each share when the deal closes. TreeHouse Foods stock will then stop trading on the New York Stock Exchange, ending its run as an independent public company.
• For the Company: TreeHouse Foods will integrate into Global Food Solutions Inc., likely operating as a key subsidiary. This integration will provide access to greater resources, broader distribution networks, and enhanced research and development capabilities, potentially accelerating growth and innovation within the private label sector.
• For Employees: While the acquisition promises new opportunities within a larger organization, integration processes often involve organizational restructuring. Employees can expect changes in leadership, reporting structures, and corporate culture as the two entities combine.
• For Customers: Consumers of TreeHouse Foods' private label products are unlikely to see immediate changes to product availability or quality. Over time, new product introductions or brand consolidations may occur under the Global Food Solutions umbrella.

What Happens Next:

The acquisition requires customary closing conditions, including regulatory approvals like antitrust clearance from the Federal Trade Commission. Both companies anticipate the transaction will close in the second quarter of 2024. Until then, TreeHouse Foods will continue to operate as an independent public company.

However, regulatory hurdles or other unforeseen circumstances could still delay or even terminate the deal, despite shareholder approval being a major step forward. If the deal terminates under certain conditions, TreeHouse Foods might owe a termination fee to Global Food Solutions Inc.

Key Takeaways for Investors:

• Cash Payout: Your THS shares will convert to cash at $52.50 per share upon closing.
• Delisting: TreeHouse Foods will no longer trade publicly.
• Monitor Closing: Keep an eye on official announcements regarding regulatory approvals and the definitive closing date.
• No More Independent THS: Your investment thesis for TreeHouse Foods as an independent entity has concluded. Consider how to reinvest your proceeds.

This summary contains forward-looking statements, which are subject to various risks and uncertainties.