ORRVILLE, Ohio, Nov. 7, 2023
/PRNewswire/ -- The J. M. Smucker Co. (NYSE: SJM) ("Company")
announced today that it has extended its previously announced offer
(the "Offer") to exchange for each outstanding share of Class A
common stock of Hostess Brands, Inc. (NASDAQ: TWNK) ("Hostess
Brands") ("Hostess Brands Shares"), par value $0.0001, $30.00 in
cash and 0.03002 of Company common shares, no par value, with cash
in lieu of any fractional Company common shares, without interest
thereon and subject to any required withholding, pursuant to the
terms of that certain Agreement and Plan of Merger, dated as
of September 10, 2023, by and among
the Company, Hostess Brands, and SSF Holdings, Inc., a Delaware corporation and wholly owned
subsidiary of the Company (as may be amended or supplemented from
time to time, the "Merger Agreement").
The Offer, which was previously scheduled to expire one minute
after 11:59 p.m., Eastern Time, on
November 6, 2023, has been extended
until 12:00 p.m., Eastern Time, on
November 7, 2023, unless further
extended in accordance with the Merger Agreement.
Computershare Trust Company, N.A., the depositary and exchange
agent for the Offer, has advised the Company that as of
11:59 p.m., Eastern Time, on
November 6, 2023, approximately
65,930,147 Hostess Brands Shares have been validly tendered and not
validly withdrawn pursuant to the Offer, representing approximately
49.60% of Hostess Brands Shares, and an additional 25,437,766
Hostess Brands Shares were tendered pursuant to guaranteed delivery
procedures, representing an additional approximately 19.14% of
Hostess Brands Shares.
The Offer has been extended in order to allow shares tendered
pursuant to guaranteed delivery to be validly delivered and any
additional shares to be tendered and validly delivered so that a
majority of the outstanding shares will have been tendered and
validly delivered as of the extended expiration of the Offer. The
Offer remains subject to the conditions to the completion of the
Offer, as set forth in the Offer to Exchange, dated October 10, 2023 (as amended or supplemented from
time to time), the related Letter of Transmittal and certain other
Offer documents, copies of which are attached to the Tender Offer
Statement on Schedule TO filed by the Company and Hostess Brands
with the U.S. Securities and Exchange Commission (the "SEC") on
October 10, 2023, as amended.
Forward Looking Statements
This communication
includes certain forward-looking statements within the meaning of
federal securities laws that involve risks and uncertainties
relating to future events and the future performance of the Company
and Hostess Brands, including regarding the Company's proposed
acquisition of Hostess Brands, the prospective benefits of the
proposed acquisition, the potential consideration amount and the
terms and the anticipated occurrence, manner and timing of the
proposed exchange offer and the closing of the proposed
acquisition. The forward-looking statements may include statements
concerning our current expectations, estimates, assumptions and
beliefs concerning future events, conditions, plans and strategies
that are not historical fact. Any statement that is not historical
in nature is a forward-looking statement and may be identified by
the use of words and phrases such as "expect," "anticipate,"
"believe," "intend," "will," "plan," "strive" and similar phrases.
Federal securities laws provide a safe harbor for forward-looking
statements to encourage companies to provide prospective
information. The Company is providing this cautionary statement in
connection with the safe harbor provisions. Readers are cautioned
not to place undue reliance on any forward-looking statements,
which speak only as of the date made, when evaluating the
information presented in this communication, as such statements are
by nature subject to risks, uncertainties and other factors, many
of which are outside of our control and could cause actual results
to differ materially from such statements and from our historical
results and experience. These risks and uncertainties include, but
are not limited to, the following: uncertainties relating to
the timing of the exchange offer and merger between the
Company, SSF Holdings, Inc., and Hostess Brands (the
"Transaction"); uncertainties as to how many of Hostess Brands'
stockholders will tender their stock in the Offer; the possibility
that competing offers will be made; the possibility that any or all
of the conditions to the consummation of the Transaction may not be
satisfied or waived, including failure to receive required
regulatory approvals; the possibility that the Transaction does not
close; risks related to the Company's ability to realize the
anticipated benefits of the Transaction, including the possibility
that the expected benefits will not be realized or will not be
realized within the expected time period; the effect of the
announcement or pendency of the Transaction on the
Company's ability to retain key personnel and to maintain
relationships with customers, suppliers and other business
partners; risks relating to potential diversion of management
attention from the Company's ongoing business operations; negative
effects of this announcement or the consummation of the Transaction
on the market price of the Company's or Hostess Brands' common
stock and/or operating results; transaction costs associated with
the Transaction; disruptions or inefficiencies in the Company's
operations or supply chain, including any impact caused by product
recalls (including the Jif® peanut butter product
recall); political instability, terrorism, armed hostilities
(including the ongoing conflict between Russia and Ukraine); extreme weather conditions; natural
disasters; pandemics (including the novel coronavirus); work
stoppages or labor shortages, or other calamities; risks related to
the availability, and cost inflation in, supply chain inputs,
including labor, raw materials, commodities, packaging, and
transportation; the impact of food security concerns involving
either the Company's products or its competitors' products,
including changes in consumer preference, consumer litigation,
actions by the U.S. Food and Drug Administration or other agencies,
and product recalls; risks associated with derivative and
purchasing strategies the Company employs to manage commodity
pricing and interest rate risks; the availability of reliable
transportation on acceptable terms; the ability to achieve cost
savings related to restructuring and cost management programs in
the amounts and within the time frames currently anticipated; the
ability to generate sufficient cash flow to continue operating
under the Company's capital deployment model, including capital
expenditures, debt repayment, dividend payments, and share
repurchases; the ability to implement and realize the full benefit
of price changes, and the impact of the timing of the price changes
to profits and cash flow in a particular period; the success and
cost of marketing and sales programs and strategies intended to
promote growth in the Company's businesses, including product
innovation; general competitive activity in the market, including
competitors' pricing practices and promotional spending levels; the
Company's ability to attract and retain key talent; the
concentration of certain of the Company's businesses with key
customers and suppliers, including single-source suppliers of
certain key raw materials and finished goods, and the Company's
ability to manage and maintain key relationships; impairments in
the carrying value of goodwill, other intangible assets, or other
long-lived assets or changes in the useful lives of other
intangible assets or other long-lived assets; the impact of new or
changes to existing governmental laws and regulations and their
application; the outcome of tax examinations, changes in tax laws,
and other tax matters; a disruption, failure, or security breach of
the Company or their suppliers' information technology systems,
including, but not limited to, ransomware attacks; and
foreign currency exchange rate and interest rate
fluctuations.
A more complete description of these and other material risks
can be found under "Risk Factors" in reports and statements filed
by the Company and Hostess Brands respectively with the SEC,
including each of the Company's and Hostess Brands' most recent
Annual Reports on Form 10-K, as well as the Form S-4/A and related
exchange offer documents filed by the Company and its acquisition
subsidiary, SSF Holdings, Inc. on October
27, 2023 (the "exchange offer") and the Schedule 14D-9 filed
by Hostess Brands. The Company does not undertake any obligation to
update or revise these forward-looking statements, which speak only
as of the date made, to reflect new events or circumstances.
Additional Information and Where to Find It
The
Company commenced the exchange offer on October 10, 2023. This communication is for
informational purposes only and is neither an offer to purchase nor
a solicitation of an offer to sell any securities, nor is it a
substitute for the exchange offer materials that Hostess Brands,
the Company, or its acquisition subsidiary, SSF
Holdings, Inc., has filed or will file with the SEC.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction. The solicitation and offer to buy Hostess
Brands stock will only be made pursuant to the Offer to Exchange
and related exchange offer materials that the Company has filed
with the SEC. At the time the exchange offer was commenced, the
Company and its acquisition subsidiary filed a tender offer
statement on Schedule TO, the Company filed a registration
statement on Form S-4 and Hostess Brands filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the exchange offer. HOSTESS BRANDS'
STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ CAREFULLY THE
EXCHANGE OFFER MATERIALS (INCLUDING THE OFFER TO EXCHANGE, THE
RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER EXCHANGE OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO
TIME, BECAUSE THEY WILL EACH CONTAIN IMPORTANT INFORMATION THAT
HOLDERS OF HOSTESS BRANDS SECURITIES AND OTHER INVESTORS SHOULD
CONSIDER BEFORE MAKING ANY DECISION WITH RESPECT TO THE EXCHANGE
OFFER.
The Offer to Exchange, the related Letter of Transmittal,
certain other exchange offer documents, as well as the
Solicitation/Recommendation Statement on Schedule 14D-9, have been
or will be made available to all stockholders of Hostess Brands at
no expense to them and are also made available for free at the
SEC's website at www.sec.gov. Additional copies may be obtained for
free by contacting either the Company or Hostess Brands. Copies of
the documents filed with the SEC by Hostess Brands are and will be
available free of charge on Hostess Brands' website at
https://www.hostessbrands.com. Copies of the documents filed with
the SEC by the Company are and will be available free of charge on
the Company's website at https://investors.jmsmucker.com.
In addition to the Offer to Exchange, the related Letter of
Transmittal and certain other exchange offer documents, as well as
the Solicitation/Recommendation Statement on Schedule 14D-9, the
Company and Hostess Brands each file annual, quarterly and current
reports, proxy statements and other information with the SEC, which
are available to the public over the Internet at the SEC's website
at http://www.sec.gov.
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SOURCE The J.M. Smucker Co.