BellRing Brands Provides Approximate Per Share Cash Consideration in Connection with the Anticipated Completion of the Spin-Off of Post’s Interest in BellRing
February 28 2022 - 4:15PM
BellRing Brands, Inc. (NYSE:BRBR) (“BellRing”) today announced the
approximate per share cash consideration to be paid to existing
BellRing stockholders upon completion of Post Holdings, Inc.’s
(“Post”) anticipated spin-off and distribution of Post’s interest
in BellRing to Post shareholders. BellRing stockholders and Post
will receive their pro rata share of $405.0 million of aggregate
value in the transaction, which amount includes the per share cash
consideration described below.
Upon completion of the distribution, BellRing will merge with a
subsidiary of BellRing Distribution, LLC (which will convert
into a Delaware corporation prior to the distribution and be
renamed “BellRing Brands, Inc.”) (“New BellRing”) and each
outstanding share of BellRing Class A common stock will be
converted into one share of New BellRing common stock and cash. The
amount of cash will be determined in accordance with the agreement
that governs the transaction and will be based on several factors,
including the amount of New BellRing indebtedness to be issued in
connection with the transactions contemplated thereunder. Based on
current expectations as to those factors and using the number of
shares of BellRing Class A common stock outstanding as of February
25, 2022, BellRing stockholders would be expected to receive
approximately $2.97 per share in the merger for each share of Class
A common stock held by such stockholders. The actual per share cash
consideration to be received by the BellRing stockholders holding
shares of Class A common stock will be determined based on, among
other things, the number of shares of BellRing Class A common stock
outstanding as of immediately prior to the consummation of the
merger. New BellRing common stock will continue to be traded under
the ticker symbol “BRBR” following the completion of the
transactions.
As a result of certain contributions made in connection with the
transactions, Post will receive incremental value in an amount
that, based on the percentage of the outstanding BellRing Brands,
LLC nonvoting membership units owned by Post as of February 25,
2022, BellRing currently anticipates to be approximately $289.5
million.
There can no assurance that the proposed transactions will be
completed as anticipated or at all.
Forward-Looking Statements
Certain matters discussed in this press release are
forward-looking statements. These forward-looking statements are
made based on known events and circumstances at the time of
release, and as such, are subject to uncertainty and changes in
circumstances. These forward-looking statements include statements
regarding Post’s proposed distribution of a significant portion of
its interest in BellRing to Post shareholders, including the form
of the distribution and the amount of cash BellRing currently
anticipates to be distributed to BellRing stockholders and Post.
There is no assurance that the proposed distribution will be
completed as anticipated or at all, and there are a number of
risks, uncertainties and assumptions that could cause actual
results to differ materially from the forward-looking statements
made herein, including risks relating to unanticipated developments
that prevent, delay or negatively impact the proposed distribution,
the ongoing conflict in Ukraine, the rapidly changing situation
related to the COVID-19 pandemic and other financial, operational
and legal risks and uncertainties described in BellRing’s filings
with the Securities and Exchange Commission (the “SEC”). These
forward-looking statements represent BellRing’s judgment as of the
date of this release. BellRing disclaims, however, any intent or
obligation to update these forward-looking statements.
Additional Information and Where to Find It
This release does not constitute an offer to sell, the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended. In connection with the proposed transaction, New BellRing
(as BellRing Distribution, LLC) has filed a registration statement
of New BellRing on Form S-4 (File No. 333-261741) with the SEC,
which contains a prospectus of New BellRing and a definitive proxy
statement of BellRing, dated February 3, 2022, and a registration
statement of New BellRing on Form S-4/S-1 (File No. 333-261873)
with the SEC, which contains a prospectus of New BellRing, dated
February 14, 2022. INVESTORS AND SECURITYHOLDERS ARE URGED TO READ
THE REGISTRATION STATEMENTS/ PROSPECTUSES, PROXY STATEMENT AND ANY
DOCUMENTS INCORPORATED BY REFERENCE THEREIN, ANY AMENDMENTS OR
SUPPLEMENTS TO THESE FILINGS, AND ANY OTHER RELEVANT DOCUMENTS WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT NEW BELLRING, BELLRING AND THE PROPOSED
TRANSACTION. The registration statements were declared effective by
the SEC on February 3, 2022, and a definitive proxy
statement/prospectus was mailed on or about February 3, 2022 to
stockholders of BellRing seeking that such stockholders adopt the
definitive agreement for the proposed transaction. Investors and
security holders will be able to obtain these materials (when they
are available) and other documents filed with the SEC free of
charge from the SEC’s website, www.sec.gov, BellRing’s website,
www.bellring.com, or Post’s website, www.postholdings.com.
The transaction and distribution of this release may be
restricted by law in certain jurisdictions and persons who come
into possession of any document or other information referred to
herein should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction. No offering of securities will be made, directly or
indirectly, in or into any jurisdiction where to do so would be
inconsistent with the laws of such jurisdiction.
Participants in a Solicitation
BellRing, New BellRing, Post and their respective directors and
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies
from BellRing’s stockholders with respect to the approvals required
to complete the proposed transaction. More detailed information
regarding the identity of these potential participants, and any
direct or indirect interests they may have in the proposed
transaction, by security holdings or otherwise, is set forth in
BellRing’s definitive proxy statement filed with the SEC.
Information regarding the directors and executive officers of
BellRing is available in its definitive proxy statement, which was
filed with the SEC on December 29, 2021, and its definitive proxy
statement relating to the proposed transaction, which was filed
with the SEC on February 3, 2022. Information regarding the
directors and executive officers of Post is available in its
definitive proxy statement, which was filed with the SEC on
December 6, 2021. Free copies of these documents may be obtained as
described above.
About BellRing Brands, Inc.
BellRing Brands, Inc. is a rapidly growing leader in the global
convenient nutrition category offering ready-to-drink shake and
powder protein products. Its primary brands, Premier Protein® and
Dymatize®, appeal to a broad range of consumers and are distributed
across a diverse network of channels including club, food, drug,
mass, eCommerce, specialty and convenience. BellRing’s commitment
to consumers is to strive to make highly effective products that
deliver best-in-class nutritionals and superior taste. For more
information, visit www.bellring.com.
Contact:Investor RelationsJennifer
Meyerjennifer.meyer@postholdings.com(314) 644-7665
Media RelationsLisa Hanlylisa.hanly@postholdings.com(314)
665-3180
BellRing Brands (NYSE:BRBR)
Historical Stock Chart
From Mar 2024 to Apr 2024
BellRing Brands (NYSE:BRBR)
Historical Stock Chart
From Apr 2023 to Apr 2024