TreeHouse Foods to be acquired by investment company

The brand's shareholders will receive $22.50 per share in cash for stock owned.

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TreeHouse Foods, Inc. and Industrial F&B Investments III Inc., an independently managed investment subsidiary of Investindustrial VIII SCSp, part of a European group of independently managed investment, holding, and advisory companies, announced that they have entered into a definitive agreement. TreeHouse Foods will be acquired by Investindustrial in an all-cash transaction for a total Enterprise Value of $2.9 billion.

Under the terms of the agreement, TreeHouse Foods shareholders will receive $22.50 per share in cash for each share of common stock owned at closing, and one non-transferable Contingent Value Right ("CVR") per common share. The CVR generally will provide a holder with an opportunity to receive certain net proceeds, if any are recovered, from certain ongoing litigation relating to part of TreeHouse Foods' coffee business.

The upfront cash portion of the consideration of $22.50 per common share represents an equity value of $1.2 billion, a 38% premium to TreeHouse Foods' closing share price on September 26, the last full trading day prior to market speculation around a transaction and a 29% premium to the company's 30-day volume-weighted average share price on September 26.

"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," says Steve Oakland, chairman, chief executive, and president of TreeHouse Foods. "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."

"Today's agreement with Investindustrial follows careful consideration by our Board to determine the best path to maximize value for shareholders," says Linda Massman, lead independent director of the TreeHouse Foods board of directors. "We are pleased to have reached an agreement that will deliver compelling, cash value for our shareholders."

"Investindustrial is delighted to welcome TreeHouse as the newest platform in its global food and beverage portfolio," says Andrea C. Bonomi, chairman of the Industrial Advisory Board of Investindustrial. "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, foodservice, 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."

Transaction details

The transaction, which has been unanimously approved by the TreeHouse Foods board of directors, is expected to close in the first quarter of 2026, subject to approval by TreeHouse Foods shareholders and satisfaction of regulatory approvals and other customary closing conditions. JANA Partners LLC, a 10% shareholder of TreeHouse Foods common stock, has entered into a customary voting agreement to vote in favor of the transaction at the special meeting of TreeHouse Foods shareholders to be held in connection with the transaction. The transaction is not subject to a financing condition.

Upon completion of the transaction, the Company's common stock will no longer be listed on the New York Stock Exchange, and TreeHouse Foods will become a private company.