M&A - WK Kellogg Co

Form Type: 8-K

Filing Date: 2025-07-10

Corporate Action: Merger

Type: New

Accession Number: 000119312525157425

Filing Summary: On July 10, 2025, WK Kellogg Co entered into a Merger Agreement with Ferrero International S.A. and its subsidiary, Frosty Merger Sub, Inc. The agreement stipulates that Frosty Merger Sub will merge with WK Kellogg Co, which will continue as a subsidiary of Ferrero. Each outstanding share of WK Kellogg Co common stock will be converted into $23.00 in cash. The transaction requires shareholder approval and is subject to conventional closing conditions, including regulatory approvals. The company has agreed to operate in the ordinary course until the merger closes and has established termination rights with associated fees, notably a $73,543,400 termination fee if the deal is aborted under certain conditions. Joint press releases regarding preliminary financial results were also issued alongside the agreement, emphasizing the merger and its anticipated effects.

Form Type: DEFA14A

Filing Date: 2025-07-10

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525157644

Filing Summary: WK Kellogg Co has announced it is to be acquired by Ferrero International S.A., with WK Kellogg continuing as a wholly owned subsidiary of Ferrero. The transaction is supported by a Merger Agreement dated July 10, 2025, and is designed to enhance WK Kellogg's growth in a competitive market. The decision to merge follows considerable due diligence, with both companies identifying a strong cultural and operational fit. The merge will allow WK Kellogg to leverage Ferrero’s resources and pursue new growth opportunities while maintaining key functions in Battle Creek, Michigan. The acquisition is subject to shareholder and regulatory approvals with expectations for completion in the second half of 2025. Internal communications emphasize the commitment to continuity in operations and support for employees during the transition.

Form Type: DEFA14A

Filing Date: 2025-07-10

Corporate Action: Merger

Type: New

Accession Number: 000119312525157649

Filing Summary: WK Kellogg Co is in the process of a proposed merger with Ferrero International S.A., where Frosty Merger Sub, Inc., a wholly owned subsidiary of Ferrero, will merge with WK Kellogg Co, making the latter a wholly owned subsidiary of Ferrero. This DEFA14A filing contains preliminary communications aimed at WK Kellogg's shareowners ahead of final proxy materials being distributed concerning the transaction. A shareholder meeting will be announced to seek approval for the merger. The definitive proxy statement will include essential information about the transaction and should be carefully read by shareholders. Additionally, the communication clarifies that it is informational and does not constitute an offer or solicitation for securities. Possible risks related to the merger include not obtaining the required shareholder vote, timing issues, and potential market impacts. Furthermore, the document advises that all relevant filings can be accessed for free via the SEC’s website or the investor section of WK Kellogg’s website.