McCormick said on March 31, 2026 it entered into definitive agreements with Unilever PLC and others to separate Unilever Foods and merge SpinCo. Assuming Unilever does not elect to cause DutchCo to distribute all of the stock of SpinCo held by it, upon completion of the Mergers, Unilever shareholders will own approximately 55.1%, McCormick shareholders will own approximately 35.0%, and DutchCo will retain approximately 9.9%.

1. 01

   McCormick said on March 31, 2026 it entered into definitive agreements with Unilever PLC and others to separate Unilever Foods and merge SpinCo. Assuming Unilever does not elect to cause DutchCo to distribute all of the stock of SpinCo held by it, upon completion of the Mergers, Unilever shareholders will own approximately 55.1%, McCormick shareholders will own approximately 35.0%, and DutchCo will retain approximately 9.9%.

2. 02

   The company said it entered into a commitment letter with Citigroup Global Markets Inc., Goldman Sachs Bank USA and Morgan Stanley Senior Funding, Inc. for a senior unsecured 364-day bridge term loan facility in an aggregate principal amount of up to $15.7 billion. It said the facility is intended to finance the acquisition consideration and related fees and expenses in the event McCormick has not obtained Permanent Financing on or prior to the closing of the Merger, and that receipt of financing is not a condition to McCormick's obligation to consummate the Merger.

3. 03

   McCormick said it will pay a termination fee of $420,000,000 to Unilever if the McCormick Board changes its recommendation that shareholders approve the Share Issuance or the Charter Amendment. The company said that if the Merger Agreement is terminated because McCormick's shareholders do not approve the Share Issuance or the Charter Amendment, McCormick will reimburse Unilever's transaction-related expenses in an amount up to $75 million, and that the amount of the termination fee will be reduced by the amount of any expense reimbursement paid.

4. 04

   McCormick said that as of immediately following the effective time of the First Merger, it will set the size of its board of directors at 12 members, consisting of 8 current McCormick directors and 4 individuals designated by Unilever. The company said it has agreed to take remedial actions in connection with obtaining regulatory approvals with respect to McCormick's business and assets that, individually or in the aggregate, generated net sales revenues up to a cap of $1,400,000,000 measured by net sales revenues during fiscal year 2025.

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AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

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