BellRing Brands Announces Stockholder Approval of Transactions in Connection with the Anticipated Completion of the Spin-off of Post’s Interest in BellRing
March 08 2022 - 4:15PM
BellRing Brands, Inc. (NYSE:BRBR) (“BellRing”) today announced
that, at its stockholders meeting held today, BellRing stockholders
voted to adopt the transaction agreement and plan of merger in
connection with Post Holdings, Inc.’s (“Post”) anticipated spin-off
and distribution of 80.1% of Post’s interest in BellRing to Post
shareholders, including a vote of a majority of the shares held by
BellRing’s stockholders other than Post, BellRing Distribution, LLC
and their respective affiliates, satisfying one of the closing
conditions of the transaction.
As previously announced by Post, the distribution and merger are
expected to occur after market close on March 10, 2022, subject to
the satisfaction or waiver of remaining closing conditions.
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 amount
of New BellRing equity Post intends to distribute, the form of the
distribution and the expected timing of the completion of the
proposed transaction. 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.
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
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