Penford to be acquired by Ingredion for
$19.00 per share in all-cash transaction
Penford Corporation (Nasdaq: PENX), a leader in ingredient
systems for food and industrial markets, today announced that it
has entered into a definitive merger agreement with Ingredion
Incorporated (NYSE:INGR) under which Ingredion will acquire all of
the outstanding shares of Penford for $19.00 in cash per share. The
transaction is valued at approximately $340 million in the
aggregate and has been approved by the Boards of Directors of both
companies.
“This is a tremendous opportunity to combine Penford’s and
Ingredion’s complementary product portfolios and capabilities,”
said Thomas Malkoski, President and CEO of Penford. “Ingredion is a
recognized innovator in food ingredients and sustainable green
solutions. The expanded portfolio and geographic reach of the
combined companies should enable new and exciting solutions for
their customers and ours.”
“We are grateful to our talented employees who have steadfastly
focused on executing our strategy. We believe this exciting next
step for Penford underscores our success and progress toward our
long-term goals,” said Malkoski.
“After a thorough process and careful consideration, the Penford
Board and management team believe this transaction will maximize
value for Penford shareholders,” said Paul Hatfield, Chairman of
the Penford Board of Directors. “Ingredion is a market-leading
ingredient solutions provider with a strong balance sheet and the
ideal partner for Penford and all of our stakeholders. We look
forward to working closely with the Ingredion team to close this
transaction.”
Ilene Gordon, Ingredion Chairman and CEO, said, “This
acquisition expands our higher-value specialty portfolio,
establishes manufacturing of specialty potato starches in North
America, and builds our presence in nature-based hydrocolloid
ingredients. Penford’s range of products addresses growing consumer
trends, including nutrition, gluten-free, food textures, and
sustainable green solutions.”
SEACOR Holdings Inc., the owner of approximately 9.34% of
Penford’s outstanding common stock, has indicated that it supports
the transaction. Accordingly, SEACOR entered into a voting
agreement in which SEACOR has agreed, among other things, to vote
the shares it owns to approve the merger agreement and not to
solicit proxies from shareholders of the Company for the election
of SEACOR’s nominees as directors of Penford prior to termination
of the merger agreement or the occurrence of certain other
events.
The transaction could close as early as the end of the year and
is subject to Penford shareholder and regulatory approvals, as well
as other customary closing conditions.
Deutsche Bank is acting as financial advisor to Penford and
Perkins Coie LLP is acting as legal advisor.
About Penford Corporation
Penford Corporation develops, manufactures and markets specialty
ingredient systems for a variety of food and industrial products.
Penford operates six manufacturing facilities and three research
and development centers in the United States.
About Ingredion Incorporated
Ingredion Incorporated is a leading global ingredients solutions
provider specializing in nature-based sweeteners, starches and
nutrition ingredients. With customers in more than 100 countries,
Ingredion serves approximately 60 diverse sectors in food,
beverage, brewing, pharmaceuticals and other industries.
Important Additional Information about the Merger
Transaction
Penford plans to file with the Securities and Exchange
Commission (“SEC”) and mail to its shareholders a proxy statement
in connection with the proposed merger transaction. This
communication does not constitute a solicitation of any vote or
approval. The proxy statement and other documents to be filed
with the SEC related to the proposed merger transaction will
contain important information about Penford, Ingredion Incorporated
(“Ingredion”), the proposed merger transaction and related matters.
WE URGE INVESTORS AND SECURITY HOLDERS TO CAREFULLY READ THE PROXY
STATEMENT AND OTHER DOCUMENTS TO BE FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED MERGER TRANSACTION OR INCORPORATED BY
REFERENCE INTO THE PROXY STATEMENT, WHEN AVAILABLE. Investors
and security holders will be able to obtain free copies of the
proxy statement and other documents filed with the SEC by Penford
through the website maintained by the SEC at www.sec.gov or by
contacting Penford Investor Relations at 1-800-204-PENX (7369) or
303-649-1900. In addition, investors and security holders will be
able to obtain free copies of the documents filed with the SEC on
Penford’s website at www.penford.com (which website is not
incorporated herein by reference).
Penford and its directors and officers and certain other members
of management and employees may be deemed to be participants in the
solicitation of proxies from its shareholders in connection with
the proposed merger transaction. Information regarding these
persons who may, under the rules of the SEC, be considered
participants in the solicitation of Penford’s shareholders in
connection with the proposed merger transaction will be set forth
in the proxy statement described above when it is filed with the
SEC. Additional information regarding Penford’s executive officers
and directors, including shareholdings, is included in Penford’s
definitive proxy statement for 2013, which was filed with the SEC
on December 20, 2013. You can obtain free copies of this document
from Penford using the contact information above.
Forward-Looking Statements
Statements made in this communication and related statements
that express Penford’s or our management’s intentions, hopes,
indications, beliefs, expectations, or predictions of the future
constitute forward-looking statements, as defined by the Private
Securities Litigation Reform Act of 1995, and relate to matters
that are not historical facts. These statements include those
regarding the closing of the merger transaction, the expected
timing of the merger transaction, the anticipated benefits of the
proposed merger transaction, including future financial and
operating results, and the potential effects of the merger
transaction, including if it does not close.
These statements are not guarantees of future performance or
events and are subject to risks, uncertainties and assumptions that
could cause actual results or events to vary materially from those
indicated in this communication, including without limitation: the
ability to obtain regulatory of the merger transaction on the
proposed terms and schedule; the ability to obtain shareholder
approval of the proposed merger transaction; the risk that the
strategic and other objectives relating to the proposed merger
transaction may not be achieved or that synergies will not be fully
realized; disruptions to our business, including customer, employee
and supplier relationships resulting from the proposed merger
transaction; and the effect of the proposed merger transaction on
pricing, spending, third-party relationships and revenues. These
risks, as well as other risks associated with the proposed merger
transaction, are more fully discussed in our reports filed with the
SEC, including our annual report for the year ended August 31,
2013, and subsequent quarterly reports filed with the SEC, which
risks and uncertainties are incorporated herein by reference. You
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this communication.
Except to the extent required by law, Penford disclaims any
obligation to update any forward-looking statements after the
distribution of this communication, whether as a result of new
information, future events, changes in assumptions, or
otherwise.
Penford CorporationEllen GrindeDirector of Investor Relations
and Communications630-590-0707egrinde@penx.com
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