TreeHouse Foods (THS) Proxy Filing summary

Executive summary

• A merger agreement was signed on November 10, 2025, for TreeHouse to be acquired by Investindustrial, with a special stockholder meeting scheduled for January 29, 2026, to vote on the transaction.

• The merger consideration includes a cash portion of $22.50 per share and a contingent value right (CVR) with an illustrative value range of $0 to $9.48 per share, resulting in a total potential consideration of $22.50 to $31.98 per share.

• Goldman Sachs, as financial advisor, provided fairness opinions and detailed valuation analyses, including discounted cash flow and comparable transaction premium analyses.

• Forward-looking statements highlight risks such as the possibility of the merger not closing, regulatory or stockholder approval delays, and potential litigation.

Voting matters and shareholder proposals

• Stockholders are asked to vote on the approval of the proposed merger and related transactions at the special meeting on January 29, 2026.

• The definitive proxy statement, mailed on December 29, 2025, contains detailed information for voting decisions.

Board of directors and corporate governance

• The board, with input from senior management, legal counsel, and Goldman Sachs, reviewed fiduciary duties and the terms of the merger agreement.

• No discussions regarding post-merger employment of senior executives with Investindustrial occurred prior to the board's approval.