Mars acquires Kellanova

Mars acquires Kellanova

Mars, Incorporated, a family-owned global leader in pet care, snacks, and food, has entered into a definitive agreement under which Mars has agreed to acquire Kellanova, a leading company in global snacks, international cereals, noodles, North American plant-based foods, and frozen breakfast foods. Mars will buy Kellanova for $83.50 per share in cash, totaling $35.9bn, including debt.

This price is about 44% higher than Kellanova's average stock price over the past 30 days and about 33% higher than its highest price over the past year as of August 2, 2024. The deal values Kellanova at 16.4 times its adjusted EBITDA (earnings) over the last 12 months as of June 29, 2024.

Mars acquires Kellanova

Mars acquires Kellanova

Kellanova is known for popular snack brands like Pringles, Cheez-It, Pop-Tarts, Rice Krispies Treats, NutriGrain, and RXBAR, as well as well-known food brands like Kellogg’s (international), Eggo, and MorningStar Farms. The company has a history of quality and innovation going back over 100 years, with 2023 sales of over $13bn, operations in 180 markets, and about 23,000 employees.

Kellanova’s brands fit well with Mars' existing portfolio, which includes big snack 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 $1bn in sales, including ROYAL CANIN, PEDIGREE, and IAMS. Mars employs over 150,000 people across its pet care, snacking, and food businesses and had 2023 sales of more than $50bn.

Mars acquires Kellanova

Mars and Kellanova: A Strategic Partnership

Poul Weihrauch, CEO and Office of the President of Mars, Incorporated, stated that by acquiring Kellanova’s portfolio of growing global brands, Mars sees a significant opportunity to advance its sustainable snacking business.

He emphasized that Mars intends to honor the heritage and innovation behind Kellanova’s renowned brands while leveraging the combined strengths of both companies to offer greater choice and innovation to consumers and customers. Weihrauch expressed deep respect for the legacy that Kellanova has built and shared his anticipation of welcoming the Kellanova team to Mars.

Steve Cahillane, Chairman, President, and CEO of Kellanova, described the acquisition as a historic combination with a strong cultural and strategic alignment. He noted that Kellanova has been on a transformative journey to become the world’s leading snacking company, and joining Mars provides an opportunity to accelerate this vision.

Cahillane highlighted that the transaction, which is an all-cash deal at an attractive purchase price, maximizes shareholder value while creating new and exciting opportunities for employees, customers, and suppliers. He expressed enthusiasm for Kellanova’s next chapter as part of Mars, where the combined companies will leverage their world-class talent and shared commitment to community well-being.

Cahillane also emphasized Mars' proven track record of sustainably growing acquired businesses, expressing confidence that Mars is a natural home for Kellanova’s brands and employees.

He acknowledged the importance of the snacking category, which continues to grow in consumer relevance. After the transaction is completed, Kellanova will join Mars Snacking, under the leadership of Global President Andrew Clarke, and will be headquartered in Chicago. Mars plans to apply its successful brand-building strategies to further develop Kellanova’s brands, accelerate innovation to meet changing consumer tastes, invest locally to expand reach, and introduce more nutritious options to cater to evolving consumer needs.

Andrew Clarke, Global President of Mars Snacking, expressed enthusiasm about the acquisition, viewing it as an exciting opportunity to create a broader, global snacking business that allows both Kellanova and Mars Snacking to reach their full potential.

He noted that both companies have long histories of building globally recognized and beloved brands. Clarke highlighted that Kellanova’s brands will significantly expand Mars’ Snacking platform, enhancing the company's ability to meet consumer needs and drive profitable growth. He emphasized that the complementary portfolios, distribution networks, and R&D capabilities of the two companies will fuel consumer-centric innovation and help shape the future of responsible snacking.

Transaction Advances Strategic Vision for the Future of Snacking

The potential benefits of a merger between two snacking companies are as follows:

  • Accelerates ambition to double Mars Snacking in the next decade, in alignment with global consumer demand trend: Mars Snacking is growing by adding Kellanova, which will help it enter new snacking markets. This deal brings two big brands, Pringles and Cheez-It, into the Mars family, adding to its current 15 major brands. It also expands Mars' health-focused snack options with products like RXBAR and NutriGrain, which align with global trends. By making this move, Mars is strengthening its ability to promote healthy living, reaching more people worldwide with a wider variety of products that match changing consumer preferences.

 

  • Enhances portfolio with addition of unique, category-leading, and growing brands: Kellanova’s differentiated brand portfolio stands out in the market, leading its categories and setting the stage for future growth. Most of Kellanova's snack brands perform better than their competitors, especially popular with Gen Z and Millennial consumers.

 

  • Delivers stronger, differentiated portfolio and distribution platform for priority international markets: Kellanova's well-known brands are loved worldwide and have room to grow even more. By combining these brands, the company will be better able to meet different consumer preferences and price ranges, especially in rapidly growing regions like Africa and Latin America. This will be possible through its complementary distribution methods, supply chains, and local operations.

 

  • Brings together world-class talent with leading brand-building experience: Mars and Kellanova both have some of the world's most famous brands, which have been developed by talented experts. Mars acquiring Kellanova will allow the teams from both companies to benefit from shared resources and more opportunities for professional growth, given the complementary nature of the broader family of brands.

 

  • Combines complementary capabilities to unlock growth and consumer-centric innovation: By adding Kellanova's R&D abilities, the combined business will be able to share successful brand-building strategies, improve digital skills, strengthen sales channels, and grow their brand networks.

 

  • Enhances positive societal impact of strong sustainability efforts: Kellanova has a strong history of social and environmental responsibility, including its Better Days Promise initiative. This aligns well with Mars' Sustainable in a Generation Plan, which has made real progress, as shown in its recent Sustainability Report, where Mars managed to grow its business while reducing greenhouse gas emissions. Kellanova will also join Mars' Net Zero commitment and follow Mars' Responsible Marketing code.

Transaction details

Mars acquires Kellanova

Mars acquires Kellanova

Mars has agreed to buy all of Kellanova's shares for $83.50 each, totaling $35.9bn. This purchase includes all of Kellanova's brands, such as snacks, international cereal and noodles, North American plant-based foods, and frozen breakfast products

Mars plans to pay for the deal using a mix of its own cash and new loans, which it has already arranged

Kellanova's Board of Directors has fully approved the deal, but it still needs approval from Kellanova’s shareholders and regulators. The deal is expected to close in the first half of 2025. Until then, Kellanova can continue paying its regular quarterly dividends

The W.K. Kellogg Foundation Trust and the Gund Family, who together own 20.7% of Kellanova's stock, have agreed to support the deal

After the deal is done, Battle Creek, Michigan will continue to be an important location for the new combined company.

Advisors

  • For Mars: Citi is acting as the financial advisor, and both J.P. Morgan and Citi are providing financing for the deal. Mars is getting legal advice for the acquisition from Skadden, Arps, Slate, Meagher & Flom LLP, and for the debt financing from Simpson Thacher & Bartlett LLP. Cravath, Swaine & Moore LLP is advising J.P. Morgan and Citi on the financing.

 

  • For Kellanova: Goldman Sachs is acting as the financial advisor, and Lazard is advising Kellanova’s Board of Directors. Kirkland & Ellis LLP is providing legal advice to Kellanova.

 

- Aishwarya Dinesh (Equity Analyst)

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