Mars, Incorporated, a family-owned global leader in pet care, snacking, and food, has entered into a definitive agreement to acquire Kellanova for $83.

50 per share in cash, totaling $35.

9 billion, including assumed net leverage.

This price represents a premium of approximately 44% to Kellanova’s unaffected 30-trading-day volume-weighted average price and a premium of approximately 33% to Kellanova’s unaffected 52-week high as of August 2, 2024.

The total consideration represents an acquisition multiple of 16.

4x LTM adjusted EBITDA as of June 29, 2024.

Kellanova is known for its iconic snacking brands such as Pringles®, Cheez-It®, Pop-Tarts®, Rice Krispies Treats®, Nutri-Grain®, and RXBAR®, as well as cherished food brands like Kellogg’s® (international), Eggo®, and MorningStar Farms®.

With a rich legacy of quality and innovation spanning over 100 years, Kellanova had 2023 net sales of more than $13 billion, with a presence in 180 markets and approximately 23,000 employees.

Mars’ existing portfolio includes billion-dollar snacking and confectionery brands like SNICKERS®, M&M’S®, TWIX®, DOVE®, and EXTRA®, as well as KIND® and Nature’s Bakery®.

Mars also has 10 pet care brands with over $1 billion in sales, including ROYAL CANIN®, VCA®, PEDIGREE®, BANFIELD®, WHISKAS®, BLUEPEARL®, CESAR®, SHEBA®, ANICURA®, and IAMS®.

With more than 150,000 associates across its pet care, snacking, and food businesses, Mars had 2023 net sales of more than $50 billion.

The acquisition will allow Mars to further develop a sustainable snacking business, combining the strengths of both companies to deliver more choice and innovation to consumers and customers.

Kellanova’s brands will become part of Mars Snacking, led by Global President Andrew Clarke and headquartered in Chicago.

Mars intends to apply its proven brand-building approach to nurture and grow Kellanova’s brands, including accelerating innovation to meet evolving consumer tastes and preferences, investing locally to expand reach, and introducing more better-for-you nutrition options.

The transaction is subject to Kellanova shareholder approval and other customary closing conditions, including regulatory approvals, and is expected to close within the first half of 2025.

The W.

K.

Kellogg Foundation Trust and the Gund Family have committed to vote shares representing 20.

7% of Kellanova’s common stock in favor of the transaction.

Mars will fully finance the acquisition through a combination of cash-on-hand and new debt.

The agreement has been unanimously approved by the Board of Directors of Kellanova.