Kellanova (K) Proxy Filing summary

Executive summary

• Mars, Incorporated will acquire all outstanding shares of Kellanova for $83.50 per share in cash, valuing the transaction at $35.9 billion, including assumed net leverage, representing a 44% premium to the 30-day average price and a 33% premium to the 52-week high as of August 2, 2024.

• The transaction has been unanimously approved by Kellanova's Board and is expected to close in the first half of 2025, subject to shareholder and regulatory approvals.

• The W.K. Kellogg Foundation Trust and the Gund Family, holding 20.7% of Kellanova's shares, have entered into voting agreements to support the merger.

• Kellanova shareholders will receive a significant cash premium, and the combined company will maintain a core presence in Battle Creek, MI.

Voting matters and shareholder proposals

• The merger requires approval by a majority of Kellanova's outstanding shares at a special shareholder meeting to be scheduled.

• Voting agreements have been executed with major shareholders, including the W.K. Kellogg Foundation Trust and Gund family entities, to vote in favor of the merger and against alternative proposals.

• Shareholders are urged to read the forthcoming proxy statement for detailed information before voting.

Board of directors and corporate governance

• The Kellanova Board unanimously approved the merger agreement and recommends shareholders vote in favor.

• The Board received fairness opinions from Goldman Sachs & Co. LLC and Lazard Frères & Co. LLC, confirming the adequacy of the $83.50 per share offer.

• The Board retains the right to consider superior proposals, subject to certain notice and negotiation provisions.