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.

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 home to iconic snacking brands such as Pringles®, Cheez-It®, Pop-Tarts®, Rice Krispies Treats®, Nutri-Grain®, and RXBAR®, as well as cherished food brands including Kellogg’s® (international), Eggo®, and MorningStar Farms®.

With roots dating back more than 100 years, Kellanova has a rich legacy of quality and innovation.

In 2023, Kellanova had 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 transaction is expected to close within the first half of 2025, subject to Kellanova shareholder approval and other customary closing conditions, including regulatory approvals.

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

Mars intends to fully finance the acquisition through a combination of cash-on-hand and new debt, for which commitments have been secured.

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.

This acquisition allows Mars to further develop a sustainable snacking business and honor the heritage and innovation behind Kellanova’s brands.

The combined strengths of both companies will deliver more choice and innovation to consumers and customers.