Whole Earth Brands (a global food company enabling healthier lifestyles through premium plant-based sweeteners, flavor enhancers and other foods) confirmed that the company entered into a definitive agreement pursuant to which Ozark Holdings, LLC (which, in the future, plans to do business as Sweet Oak Parent), an affiliate of Sababa Holdings FREE, LLC 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 deal represents a 56% premium over the Company’s share price at market close on June 23, 2023, before receiving Sababa’s initial $4 per share bid and a 37% premium over the company’s 60-day volume-weighted average price (VWAP) 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 deal, and the disinterested members of the Board approved the deal.
The deal is expected to close in the second quarter of 2024. 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 deal, the company’s common stock will no longer be listed on the NASDAQ Stock Market.
Silver Point Finance LLC and Fortress Credit and its affiliates provide debt financing for the deal. And Jefferies is serving as financial advisor to the Special Committee, and DLA Piper LLP (US) serves as legal counsel to the Special Committee and the Company. Citi is serving as M&A advisor and capital markets advisor to Sweet Oak, and Greenberg Traurig as legal counsel to Sweet Oak.
KEY QUOTES:
“Following a comprehensive review of strategic alternatives, we are pleased to announce this transaction today, which we believe to be in the best interest of all our shareholders, providing them with the most compelling outcome in terms of maximizing value while offering immediate liquidity at a significant premium. From the beginning of this process, the Special Committee’s top priority has been to deliver an optimal outcome for all our shareholders, customers, and employees, and we believe we have achieved that with this transaction. We look forward to working with the Sweet Oak team to ensure a smooth and timely closing.”
- Irwin D. Simon, Executive Chairman of the company
