Calavo Growers (CVGW) Proxy filing summary

Executive summary

• Mission Produce and Calavo Growers propose a merger, unanimously approved by both boards, creating a combined company with Mission Produce shareholders owning ~80% and Calavo shareholders ~20%.

• Calavo shareholders will receive $14.85 in cash and 0.9790 shares of Mission Produce for each Calavo share, with the exchange ratio fixed.

• The implied value of the merger consideration was $27.15 per Calavo share at announcement, a 26% premium to Calavo’s 30-day VWAP.

• The merger is expected to close in Q3 2026, subject to regulatory and shareholder approvals.

Voting matters and shareholder proposals

• Mission Produce shareholders will vote on issuing new shares for the merger and on potential adjournment to solicit more proxies.

• Calavo shareholders will vote on the merger agreement, an advisory vote on executive compensation related to the merger, and potential adjournment.

• Both boards recommend voting in favor of all proposals.

• Dissenters’ rights are available to Calavo shareholders under California law.

Board of directors and corporate governance

• The combined company’s board will have ten directors: nine from Mission Produce and one from Calavo.

• John M. Pawlowski will become CEO of the combined company after the merger.

• Both companies’ boards considered strategic alternatives and determined the merger was in the best interest of shareholders.