TreeHouse Foods announced that it has entered into a definitive agreement to be acquired by Investindustrial in an all-cash transaction valued at $2.9 billion. Under the terms of the deal, TreeHouse Foods shareholders will receive $22.50 per share in cash and one non-transferable Contingent Value Right for each share of common stock. The Contingent Value Right will enable shareholders to potentially receive additional proceeds from ongoing litigation relating to the company’s coffee business.
The cash consideration reflects an equity value of $1.2 billion. It represents a 38 percent premium to the company’s closing share price on September 26, 2025, as well as a 29 percent premium to the 30-day volume-weighted average trading price as of that date. Following the completion of the transaction, TreeHouse Foods will become a private company and will no longer be listed on the New York Stock Exchange.
The TreeHouse Foods Board unanimously approved the acquisition. The deal is expected to close in the first quarter of 2026, pending shareholder approval, regulatory review and customary closing conditions. JANA Partners, which owns approximately 10 percent of TreeHouse Foods’ common stock, has agreed to vote in favor of the transaction. The deal is not subject to a financing condition.
TreeHouse Foods has been pursuing a strategy focused on building a leading private label snacking and beverage platform with operational efficiency, strong customer relationships and depth in key categories. The company believes that the transaction will position it for continued growth and operational flexibility under private ownership.
Investindustrial intends for TreeHouse Foods to operate independently within its portfolio. With the addition of TreeHouse Foods, Investindustrial’s North American food and beverage footprint will include more than 85 manufacturing plants and 16,000 employees across its portfolio companies.
As part of the agreement, shareholders will receive one Contingent Value Right per share, providing the opportunity to receive 85 percent of any net proceeds that may be recovered in the ongoing antitrust litigation against Keurig Green Mountain. The litigation remains pending, with summary judgment motions having been completed, and previous estimates of potential damages were disclosed by TreeHouse Foods in August 2020.
TreeHouse Foods announced its third-quarter 2025 financial results in a separate press release and canceled its scheduled earnings conference call in light of the announced transaction. Prior financial guidance has been withdrawn.
Advisors/support: Goldman Sachs is acting as financial advisor to TreeHouse Foods, with Jones Day providing legal counsel and Joele Frank, Wilkinson Brimmer Katcher providing communications support. Investindustrial is being advised by Lazard, RBC Capital Markets, and Deutsche Bank, with financing support from RBC Capital Markets, Deutsche Bank, and KKR Capital Markets. Skadden, Arps, Slate, Meagher & Flom is serving as legal advisor on the acquisition, and Paul, Weiss, Rifkind, Wharton & Garrison is advising on financing matters.
KEY QUOTES:
“TreeHouse Foods has been executing a strategy to become a focused snacking and beverage private brand leader with depth in categories, attractive long-term prospects and an agile operating model. Our agreement with Investindustrial, a leading European investor with a strong track record in food manufacturing and related sectors, will provide shareholders with immediate cash value, at a substantial premium. I am incredibly grateful to the entire TreeHouse Foods team for helping us reach this milestone, and we look forward to partnering with Investindustrial to position TreeHouse Foods for continued success in its next chapter.”
Steve Oakland, Chairman, Chief Executive and President, TreeHouse Foods
“Today’s agreement with Investindustrial follows careful consideration by our Board to determine the best path to maximize value for shareholders. We are pleased to have reached an agreement that will deliver compelling, cash value for our shareholders.”
Linda Massman, Lead Independent Director, TreeHouse Foods Board of Directors
“Investindustrial is delighted to welcome TreeHouse as the newest platform in its global food and beverage portfolio. The acquisition of TreeHouse Foods, which will operate independently within Investindustrial’s portfolio, underscores the firm’s expertise in food and beverage and highlights its strong presence in North America, where Investindustrial portfolio companies will have a total of over 85 manufacturing plants and 16,000 employees, following the acquisition of TreeHouse Foods. We have long admired TreeHouse Foods and have tremendous respect for Steve and the entire team, who have built a dynamic snacking and beverage leader and supply chain partner to blue-chip retail, food service and food-away-from-home customers across North America. We are confident in the long-term growth opportunities in private brands and the categories where TreeHouse Foods operates, as well as the company’s ability to build on its strong foundation of leadership. We look forward to working closely with the TreeHouse Foods leadership team and employees to drive its long-term success.”
Andrea C. Bonomi, Chairman, Industrial Advisory Board, Investindustrial
