TreeHouse Foods Inc. (NYSE:THS) shares rose Monday after announcing an acquisition agreement with Industrial F&B Investments III Inc.
The company reported its third-quarter adjusted earnings of 43 cents per share, missing analysts’ average estimate of 57 cents, down from 74 cents a year earlier.
Revenue came in at $840.3 million, up slightly from $839.1 million a year ago, but still below the consensus estimate of $851.1 million.
Also read: Treehouse Foods Sees Stronger Sales On Harris Tea Acquisition, Pricing Gains
Adjusted EBITDA margin declined to 10.9% from 12.0% a year earlier, while Gross profit margin rose to 18.8% in the third quarter of 2025 from 15.6% a year earlier.
Total operating expenses rose sharply to $412.0 million in the third quarter of 2025 from $99.4 million a year earlier, driven mainly by a non-cash goodwill impairment charge of $289.7 million recorded during the quarter.
Cash and cash equivalents at the end of the period totaled $21.0 million.
Acquisition Agreement
Seperately, TreeHouse Foods Inc. and Industrial F&B Investments III Inc., an independently managed investment subsidiary of Investindustrial VIII SCSp, announced a definitive agreement under which Investindustrial will acquire TreeHouse Foods in an all-cash transaction valued at $2.9 billion in enterprise value.
Under the deal, TreeHouse Foods shareholders will receive $22.50 per share in cash plus one non-transferable contingent value right (CVR) per share, entitling holders to potential proceeds from ongoing litigation tied to the company’s coffee business.
The $22.50 per-share cash offer values TreeHouse Foods’ equity at about $1.2 billion, representing a 38% premium to its Sept. 26, 2025, closing price and a 29% premium to its 30-day volume-weighted average price prior to deal speculation.
The TreeHouse Foods board has unanimously approved the deal, which is expected to close in the first quarter of 2026, pending shareholder and regulatory approvals and other customary conditions. JANA Partners LLC, which holds about 10% of TreeHouse Foods’ common stock, has agreed to vote in favor of the transaction. The deal is not subject to a financing condition.
CEO Commentary
Linda Massman, Lead Independent Director of the TreeHouse Foods Board of Directors, said, “Today’s agreement with Investindustrial follows careful consideration by our Board to determine the best path to maximize value for shareholders. We are pleased to have reached an agreement that will deliver compelling, cash value for our shareholders.”
“Investindustrial is delighted to welcome TreeHouse as the newest platform in its global food and beverage portfolio,” said Andrea C. Bonomi, Chairman of the Industrial Advisory Board of Investindustrial.
Price Action: THS shares were trading higher by 19.06% to $22.68 premarket at last check Monday.
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