Ferrero Group and WK Kellogg Co announced a definitive agreement under which Ferrero will acquire all outstanding equity of WK Kellogg Co for US$23.00 per share in cash, representing a total enterprise value of US$3.1 billion. The transaction covers the manufacturing, marketing and distribution of WK Kellogg Co’s iconic ready-to-eat breakfast cereals across the United States, Canada and the Caribbean, and is positioned as part of Ferrero’s strategy to expand its footprint and product offerings in North America by adding new consumption occasions to its existing portfolio, which includes Nutella, Kinder, Tic Tac, Ferrero Rocher and several leading U.S. confectionery and frozen brands. Following closing, Battle Creek, Michigan will remain a core location and serve as Ferrero’s headquarters for North America cereal, as Ferrero plans to invest in and grow legacy cereal brands such as Kellogg’s Frosted Flakes, Froot Loops, Special K and Rice Krispies. Upon completion of the acquisition, WK Kellogg Co shareowners became entitled to receive cash for each share held, and WK Kellogg Co ceased trading and was delisted from the New York Stock Exchange.

Lazard is acting as lead financial advisor with BofA Securities acting as co-advisor and Davis Polk & Wardwell LLP serving as legal counsel to Ferrero. Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are acting as financial advisors and Kirkland & Ellis LLP are serving as legal counsel to WK Kellogg Co.