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Mars to Acquire Kellanova

08.14.24

Simpson Thacher is representing Mars, Incorporated in connection with the financing aspects of its announced acquisition of Kellanova, a leading company in global snacking, international cereal and noodles, North American plant-based foods and frozen breakfast foods.

Under the terms of the agreement, Mars will acquire all outstanding equity of Kellanova for $83.50 per share in cash, representing a total enterprise value of $35.9 billion. Mars intends to fully finance the acquisition through a combination of cash-on-hand and new debt, for which commitments have been secured. The agreement has been unanimously approved by the Board of Directors of Kellanova. The transaction is subject to Kellanova shareholder approval and other customary closing conditions, including regulatory approvals, and is expected to close within the first half of 2025.

With more than $50 billion in annual sales, Mars produces some of the world's best-loved brands. Mars’s diverse and expanding portfolio of quality confectionery, food, and pet care products and services delight millions of people and supports millions of pets. Kellanova is home to iconic snacking brands including Pringles®, Cheez-It®, Pop-Tarts®, Rice Krispies Treats®, NutriGrain® and RXBAR®, as well as cherished food brands including Kellogg's® (international), Eggo® and MorningStar Farms®.

The Simpson Thacher team included Catherine Burns, Abdul Fasinro and Zach Benaharon (Credit); Ken Wallach, Hui Lin, Ignacio Perez, Shub Chandrasekaran, Sofia Elkina, Rebecca Carroll, Sally Jo and Francisca Johanek (Capital Markets); Richard Fenyes (Private Placement); and Jon Cantor and Emma Wang (Tax).