Calavo Growers (CVGW) M&A announcement summary

Deal rationale and strategic fit

• Combines two leading fresh produce companies to create a premier North American avocado and fresh produce platform with global reach, expanding into prepared foods, tomatoes, papayas, and guacamole.

• Entry into the high-growth prepared foods segment, with a $1.7 billion addressable market growing at high single digits, complements existing value-added avocado business and aligns with evolving consumer demand.

• Strengthens vertical integration across sourcing, packing, ripening, logistics, and distribution, enabling a fully integrated model for improved reliability, sourcing security, and operational efficiency.

• Broadens grower networks, improves supply continuity and security, and enhances year-round supply reliability.

• Strengthens position in North America and accelerates international expansion through scale and sourcing optionality.

Financial terms and conditions

• Calavo shareholders receive $27 per share: $14.85 in cash and 0.9790 Mission shares per Calavo share, valuing Calavo at approximately $430 million enterprise value, a 26% premium to its 30-day VWAP.

• Mission shareholders will own approximately 80.3% and Calavo shareholders 19.7% of the combined company.

• Consideration is 55% cash and 45% stock, with the cash portion funded by amended Mission Produce debt facilities, not contingent on additional financing.

• Termination fees set at 3.5% ($15.02mm) and 3.0% ($12.87mm) of enterprise value for reverse and standard termination, respectively.

Synergies and expected cost savings

• Identified $25 million in annualized cost synergies within 18 months post-close, with meaningful upside potential.

• Synergies expected from streamlining organization, optimizing distribution, improving freight and packaging, and leveraging sourcing best practices; sourcing (7%), freight (16%), SG&A (48%), and packaging/distribution (29%).

• Total cost to achieve synergies is ~1.25x run-rate, realized within the first two years.

• Additional upside expected from revenue synergies and operational efficiencies, driving EBITDA growth and cash flow generation.