Ingredion (INGR) investor relations material

Deal rationale and strategic fit

• Acquisition creates a global leader in ingredient solutions, combining complementary portfolios and expertise in texture, sweetening, and fortification.

• Expands innovation network and manufacturing footprint, with over 50 labs, 65 manufacturing sites, and 2,700 patents, enhancing ability to serve customers globally.

• Accelerates shift toward higher-value, specialty solutions, with over half of revenue from Texture and Healthful Solutions post-deal.

• Strengthens capabilities in sugar reduction, fortification, and texturants, addressing key consumer trends and broadening product offerings.

• Cultural alignment and shared values, with both brands having over a century of innovation and trust, support integration and long-term growth.

Financial terms and conditions

• All-cash offer of £5.95 per share, implying a £3.7B ($5.0B) enterprise value and 8.8x 2026 adjusted EBITDA.

• Tate & Lyle shareholders eligible for final and interim dividends for FY2026, totaling up to 20 pence per share.

• Combined entity expected to generate $10 billion in revenue and $1.8 billion adjusted EBITDA (18.1% margin) pre-synergies.

• Transaction supported by existing cash, new debt, and fully committed bridge financing; leverage expected at 3x net debt/EBITDA at close, reducing to 2.5x within 18 months.

• No break fees associated with the deal.

Synergies and expected cost savings

• Identified $130 million in annual run-rate net cost synergies by 2030, with $175 million one-time cash costs.

• 60% of synergies from SG&A, 40% from COGS, including procurement, logistics, and manufacturing optimization.

• Additional upside possible from commercial cross-selling, innovation, and capital efficiency.

• Enhanced free cash flow conversion and greater efficiency of capital spend anticipated.

• No material dyssynergies identified; integration to be sequenced to maintain business continuity.