Item 4. The Solicitation or Recommendation.
Item 4 of the Schedule 14D-9 is hereby amended and supplemented by adding the following paragraph as a new paragraph
immediately after the first paragraph of Summary of Financial Analyses (which is on page 40) in the subsection entitled Opinion of the Financial Advisor to the Board:
For purposes of Morgan Stanleys opinion and the analyses described below, and with the consent of Hostess Brands management, Morgan Stanley assumed
that the merger consideration is $34.25 per share consisting of cash consideration of $30.00 per share and assumed stock consideration of $4.25 per share, based on a merger exchange ratio equal to 0.03002 of a Smucker Common Share multiplied by the
closing price of Smucker Common Shares as of September 8, 2023 of $141.58.
Item 4 of the Schedule 14D-9
is hereby amended and supplemented by replacing the third paragraph of the subsection entitled Certain Hostess Brands Management Projections (which begins on page 46 and continues onto page 47) in its entirety with the following two
paragraphs:
The Projections, while presented with numerical specificity, necessarily were based on numerous variables, assumptions and
judgments, including, but not limited to, those relating to general business, economic, competitive, market and financial conditions and other future events, as well as matters specific to Hostess Brands business, all of which are difficult to
predict and many of which are beyond Hostess Brands control. The projected increases in annual revenue were based on Hostess Brands managements assumptions with respect to sales volume and pricing. The Projections assume a slight
decrease in sales volume in 2023, followed by an increase of approximately 6% in 2024, with smaller mid-single digit increases each subsequent year resulting from innovation, advertising, revenue growth
management initiatives and execution. The Projections also assume modest price increases to partially offset inflation. Projected increases in gross profit assume 1% annual inflation with respect to cost of goods sold in 2024 with a step up to 2% in
2025 and 3% in 2026 and beyond and higher costs associated with the increase in production in the new Arkadelphia, Arkansas facility in 2024. With respect to selling, general and administrative costs, or SG&A costs, the Projections assume
approximately $17 million in incremental advertising and marketing costs in 2024, followed by approximately $13 million incremental for each year thereafter; selling expenses of approximately 2.9% of net revenue; and 3.0% annual inflation
of general and administrative costs. Projected free cash flow assumes capital expenditures return to levels more in line with historical levels by 2025.
The Projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and
business developments. There can be no assurance that the forecasted results will be realized or that actual results will not be significantly higher or lower than forecasted. The Projections cover multiple years and such forecasts by their nature
become less predictive with each successive year. The assumptions also reflect assumptions as to certain business decisions that are subject to change. The Projections cannot, therefore, be considered a guaranty of future operating results, and
should not be relied on as such. None of Hostess Brands, Smucker, Purchaser, any of their respective affiliates, financial advisors or representatives or any other person assumes any responsibility for the validity, reasonableness, accuracy or
completeness of the Projections described below.
Item 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following sentences to the end of the second paragraph of United States
Antitrust Compliance (which is on page 57) in the subsection entitled Regulatory Approvals:
The waiting period applicable to
the Offer and the Merger under the HSR Act expired effective October 23, 2023 at 11:59 P.M., New York City Time. Accordingly, the condition to the Offer relating to the expiration or termination of the HSR Act waiting period has been
satisfied.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following sentences to the end of the fourth paragraph
under Canada Antitrust Compliance (which is on page 58) in the subsection entitled Regulatory Approvals: