Whole Earth Brands has agreed a deal to be taken over by its largest investor Sir Martin Franklin, through an affiliate of his holding company Sababa Holdings.
Ozark Holdings, which will now be known as Sweet Oak Parent, will acquire all of the outstanding shares of Whole Earth Brands’ common stock that it does not already own in an all-cash transaction for $4.875 per share.
A “special committee” of the board of directors, which consisted solely of “disinterested members”, unanimously recommended the deal to acquire the US food and beverage group.
Irwin Simon, executive chairman, 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 maximising 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.”
The news comes after Franklin announced his proposal to take full control of the business in a Securities and Exchange Commission (SEC) filing last June. His son, Michael, was removed as interim CEO in July to avoid a conflict of interest.
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By GlobalData
The deal, expected to close in the second quarter of this year, represents a 56% premium to Whole Earth’s closing price of $3.12 on 23 June 2023, before Sababa’s initial bid of $4 a share last summer was disclosed.
Whole Earth is due to release its financial results for its fourth quarter and full year in March.
Last April, the company reaffirmed its outlook for full-year 2023. It predicted revenues of $550m to $565m and adjusted EBITDA of $76m to $78m.
