お知らせ • Dec 11
Mars, Incorporated completed the acquisition of Kellanova (NYSE:K) from a group of shareholders.
Mars, Incorporated entered into a definitive agreement to acquire Kellanova (NYSE:K) from a group of shareholders for $29.3 billion on August 13, 2024. Under the terms of the agreement, Mars will acquire all outstanding equity of Kellanova for $83.50 per share in cash, representing a total enterprise value of $35.9 billion. The total consideration represents an acquisition multiple of 16.4x LTM adjusted EBITDA as of June 29, 2024. The Merger Agreement also provides for certain termination rights for each of the Company and Acquirer, and provides that, upon termination of the Merger Agreement under certain specified circumstances related to the failure to obtain regulatory approvals, Mars would be required to pay a termination fee of $1,250,000,000 to Kellanova, and under other specified circumstances, including if the Company terminates the Merger Agreement to enter into a superior proposal or Acquirer terminates the Merger Agreement due to a change of recommendation by the Board, Kellanova would be required to pay to Mars a termination fee of $800,000,000. Mars obtained debt financing commitments for the transaction (the “Debt Financing”) from JPMorgan Chase Bank, N.A. and Citigroup Global Markets Inc. The Debt Financing for the acquisition consists of a bridge loan facility in an aggregate principal amount equal to $29,000,000,000, subject to certain customary mandatory commitment reductions, which will be available to Mars on the terms and subject to the conditions set forth in a commitment letter. The obligations of the Lenders to provide the Debt Financing under the Debt Commitment Letter are subject to a number of customary conditions. As of March 4, 2025, Mars, Incorporated announced the commencement of a private offering of senior notes. The Company intends to use the net proceeds from this offering of the Notes, together with other financing sources and cash on hand, to fund the Acquisition. The Merger is not subject to any financing contingency. After closing, Battle Creek, MI will remain a core location for the combined organization.
The Closing is subject to receipt of the Kellanova Stockholder Approval. The Closing is also subject to other customary conditions, including the absence of any order or law that prohibits, enjoins or makes illegal the consummation of the Merger, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of all other clearances or approvals under other specified antitrust, competition, trade regulation and foreign investment laws and other customary closing conditions, including regulatory approvals. The transaction is expected to close within the first half of 2025. The transaction agreement permits Kellanova to declare and pay quarterly dividends consistent with historical practice prior to the closing of the transaction. The agreement has been unanimously approved by the Board of Directors of Kellanova and Mars, Incorporated. The W.K. Kellogg Foundation Trust and the Gund Family have entered into agreements pursuant to which they have committed to vote in favor of the transaction. As of November 1, 2024, Kellanova shareowners approved the transaction. As of December 31, 2024, The Competition Commission of India has approved the deal. As of May 20, 2025, Antitrust regulators with the European Union have set a June 25 deadline to decide whether to approve the merger. The transaction is expected to close this August. As on June 25, 2025, the European Commission had opened a Phase II investigation into the Merger and U.S. Federal Trade Commission (FTC) has concluded its antitrust review. The transaction is expected to close towards the end of 2025. As on December 8, 2025, the transaction has been approved by the European Commission and all required regulatory approval have been received. The merger is expected to close on December 11, 2025.
Citigroup Global Markets Inc. is serving as financial advisor to Mars. Howard Ellin, Neil Stronski and June Dipchand of Skadden, Arps, Slate, Meagher & Flom LLP serving as legal advisors to Mars on the acquisition, with Catherine N. Burns, Kenneth B. Wallach, Hui Lin, Richard A. Fenyes and Jonathan E. Cantor of Simpson Thacher & Bartlett LLP providing legal advice for the debt financing. Cravath, Swaine & Moore LLP is serving as financing counsel to J.P. Morgan and Citi. Goldman Sachs & Co. LLC is serving as financial advisor to Kellanova. Lazard is serving as financial advisor to Kellanova’s Board of Directors. The Company Board of Directors has received the opinions of Goldman Sachs & Co. LLC and Lazard Frères & Co. LLC. Kellanova agreed to pay Lazard a fee for such services of $10 million, payable upon the consummation of the Merger, of which $2 million became payable upon delivery of the fairness opinion. Kellanova provides Goldman Sachs for a transaction fee of approximately $93.2 million upon the completion of the Merger, $5 million of which was payable upon the announcement of the Merger. Eric Schiele, Allie Wein, Emily Lichtenheld, Robert Hayward, Robert Goedert, Ashley Sinclair, Andrea Murino, Albert Kim, Thomas Wilson, Sion Davies (London), Scott Price, Matthew Wood, R.D. Kohut, Jackson Phinney, Dean Shulman, Adam Kool, Maria Smith, Seth Traxler, Rory Wellever and Michelle Kilkenney of Kirkland & Ellis LLP is serving as legal advisors to Kellanova. John A. Kupiec and Kyle A. Harris of Cleary Gottlieb Steen & Hamilton LLP serving as legal advisors for W.K. Kellogg Foundation Trust. D.F. King & Co., Inc. acted as proxy solicitor to Kellanova in the transaction. Kellanova estimates it will pay D.F. King & Co., Inc. a fee of approximately $25,000, in addition to the reimbursement of expenses, for these services. Catherine Burns, Kenneth Wallach, Hui Lin, Richard Fenyes and Jonathan Cantor of Simpson Thacher & Bartlett LLP acted as legal advisors to Mars. George Sampas of Gibson, Dunn & Crutcher LLP is advising Goldman Sachs.
Mars, Incorporated completed the acquisition of Kellanova (NYSE:K) from a group of shareholders on December 11, 2025.
