Unilever PLC Files Business Combination Docs

TL;DR

Unilever filed merger docs. Big deal incoming.

AI Summary

Unilever PLC filed a 425 form on April 6, 2026, related to a business combination. The filing includes an Agreement and Plan of Merger, a Separation and Distribution Agreement, and an Employee Matters Agreement. McCormick & Co Inc is also involved in this filing.

Why It Matters

This filing indicates significant corporate activity for Unilever PLC, potentially involving mergers or acquisitions that could impact its business structure and future operations.

Risk Assessment

Risk Level: medium — Form 425 filings often precede significant corporate events like mergers or acquisitions, which carry inherent risks and uncertainties.

Key Players & Entities

• Unilever PLC (company) — Subject of the filing
• McCormick & Co Inc (company) — Filed by
• 2026-04-06 (date) — Filing date

FAQ

Key Financial Figures

• $15,700,000,000 — ny notes and cash payments is less than $15,700,000,000, SpinCo will distribute a note to Dutch
• $1,400,000,000 — rated net sales revenues up to a cap of $1,400,000,000 (measured by net sales revenues during
• $420,000,000 b — in the payment of a termination fee of $420,000,000 by McCormick to Unilever, in each case as
• $420 million — n McCormick will be required to pay the $420 million termination fee to Unilever following t
• $75 million — ion-related expenses in an amount up to $75 million if the Merger Agreement is terminated b
• $15.7 billion — an aggregate principal amount of up to $15.7 billion. The Bridge Facility is intended to be

Filing Documents

• mkcv_8ka-033126.htm (425) — 60KB
• ex2-1.htm (EX-2.1) — 905KB
• ex2-2.htm (EX-2.2) — 765KB
• ex10-1.htm (EX-10.1) — 224KB
• ex22001.jpg (GRAPHIC) — 3KB
• 0001999371-26-007673.txt ( ) — 1960KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On March 31, 2026, McCormick & Company, Incorporated, a Maryland corporation ("McCormick"), entered into definitive agreements with Unilever PLC, a public limited company registered in England and Wales ("Unilever"), Unilever Alpha HoldCo B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands and registered with the Dutch Commercial Register (Handelsregister) under number 42017560, and wholly owned subsidiary of the Company ("DutchCo"), Sandman Corporation, a Delaware corporation and indirect, wholly owned subsidiary of Unilever ("SpinCo"), Morpheus Merger Sub I Corp., a Delaware corporation and a direct wholly owned subsidiary of McCormick ("Merger Sub I"), and Morpheus Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of McCormick ("Merger Sub II" and together with Merger Sub I, the "Merger Subs"), pursuant to which and subject to the terms and conditions therein, (1) Unilever will transfer its foods business ("Unilever Foods"), subject to certain exceptions, to SpinCo, (2) Unilever will sell, or cause to be sold, certain other assets related to Unilever Foods to McCormick, or subsidiaries of McCormick, in exchange for cash payments, and to SpinCo or its subsidiaries, in exchange for intercompany notes, (3) if the aggregate amount of such intercompany notes and cash payments is less than $15,700,000,000, SpinCo will distribute a note to DutchCo (the "SpinCo Note Distribution") in the principal amount of the difference of such payments and $15,700,000,000, (4)(a) DutchCo will distribute 84.77% (subject to certain adjustments) of the issued and outstanding shares of common stock of SpinCo (the "Distributed SpinCo Shares") to Unilever and will retain 15.23% of the issued and outstanding shares of common stock of SpinCo, and (b) Unilever will distribute to its shareholders the

View Full Filing

View this 425 filing on SEC EDGAR