InvestIndustrial entered into a definitive agreement to acquire TreeHouse Foods, Inc. (NYSE:THS) from JANA Partners LLC and others for approximately $1.4 billion on November 10, 2025. Under the terms of the agreement, TreeHouse Foods shareholders will receive $22.50 per share in cash for each share of common stock owned at closing, and one non-transferable Contingent Value Right per common share for a total Enterprise Value of $2.9 billion. The CVR generally will provide a holder with an opportunity to receive certain net proceeds, if any are recovered, from certain ongoing litigation relating to part of TreeHouse Foods? coffee business. Upon completion of the transaction, the Company?s common stock will no longer be listed on the New York Stock Exchange, and TreeHouse Foods will become a private company. The firm has secured necessary debt and equity financing commitments for the transaction. TreeHouse Foods will operate independently within Investindustrial?s portfolio and will be the newest platform in InvestIndustrial's global food and beverage portfolio. In the event of transaction is being terminated by TreeHouse Foods, it is required to pay $40.8 million of termination fee to InvestIndustrial. In the event of transaction is being terminated by InvestIndustrial, it is required to pay termination fee of $81.5 million to TreeHouse Foods.

Consummation of the Merger is subject to the satisfaction or waiver of customary conditions, including: (a) absence of any applicable restraining order or injunction prohibiting the Merger; (b) the approval by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of TreeHouse Common Stock; and (c) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and approval under Canadian antitrust laws, satisfaction of regulatory approvals and other customary closing conditions. The transaction, which has been unanimously approved by the TreeHouse Foods Board of Directors. The transaction has been approved by the board of directors of InvestIndustrial. JANA Partners LLC, a 10% shareholder of TreeHouse Foods common stock, has entered into a customary voting agreement to vote in favor of the transaction at the special meeting of TreeHouse Foods shareholders to be held in connection with the transaction. The transaction is not subject to a financing condition. The transaction is expected to close in the first quarter of 2026. As of January 29, 2026, TreeHouse Foods voted in favor of pending acquisition by InvestIndustrial, 43,642,761 voted in favor of the deal, with 81,970 voting against it and 58,396 abstaining from the vote.

Goldman Sachs & Co. LLC is serving as financial advisor and fairness opinion provider, Randi C. Lesnick, Benjamin L. Stullberg and Julia V.S. Feldman of Jones Day are serving as legal advisor and Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor to TreeHouse Foods. Lazard, RBC Capital Markets and Deutsche Bank are serving as financial advisors to Investindustrial. RBC Capital Markets, Deutsche Bank and KKR Capital Markets have provided Investindustrial with financing support for the transaction. Sandro de Bernardini, Peter D. Serating, Maxim Mayer Cesiano, Kenneth Schwartz and Nazmiye Gökçebay of Skadden, Arps, Slate, Meagher & Flom LLP and Stefan Arnold-Soulby of Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as legal advisors to InvestIndustrial.

InvestIndustrial completed the acquisition of TreeHouse Foods, Inc. (NYSE:THS) from JANA Partners LLC and others on February 11, 2026.