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Whole Earth Brands shareholders to receive $4.875 per share in an all-cash transaction
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
Transaction concludes the Company's evaluation of strategic alternatives
CHICAGO and MIAMI, Feb. 13, 2024 (GLOBE NEWSWIRE) -- Whole Earth Brands, Inc. (the "Company" or "we" or "our") (NASDAQ:FREE), a global food company enabling healthier lifestyles through premium plant-based sweeteners, flavor enhancers and other foods, today confirmed that the Company entered into a definitive agreement pursuant to which Ozark Holdings, LLC (which, going forward, intends to do business as Sweet Oak Parent) ("Sweet Oak"), an affiliate of Sababa Holdings FREE, LLC ("Sababa"), 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 (the "Transaction"). 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 ("VWAP") as of February 12, 2024.
A special committee of the Company's board of directors (the "Board"), consisting solely of disinterested members of the Board (the "Special Committee"), in consultation with its independent financial and legal advisors, unanimously recommended the Transaction and the disinterested members of the Board unanimously approved the Transaction.
Irwin D. Simon, Executive Chairman of the Company, said, "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."
Transaction Details
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 (i) of the holders of a majority in voting power of the Company's outstanding stock and (ii) 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.
Silver Point Finance LLC and Fortress Credit Corp. and its affiliates are providing debt financing in connection with the Transaction.
Jefferies is serving as financial advisor to the Special Committee, and DLA Piper LLP (US) is serving 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, P.A. is serving as legal counsel to Sweet Oak.
Posted In: FREE
