TreeHouse Foods reported its third‑quarter 2025 results and announced a definitive agreement to be acquired by Investindustrial for $2.9 billion, valuing the company at $22.50 in cash per share and a contingent value right that would entitle shareholders to 85% of any net proceeds from ongoing litigation against Keurig Green Mountain.
Net sales rose 0.1% to $840.3 million, a modest increase from $839.1 million a year earlier. The slight top‑line growth was offset by an 11.6% year‑over‑year decline in sales volume, reflecting broader macro‑economic consumption weakness and intensified competition in the private‑label market.
Gross profit margin expanded to 18.8%, up 3.2 percentage points from 15.6% in the same period last year. The margin lift was driven by pricing power in higher‑margin beverage and snack categories, a favorable mix shift following the Harris Tea acquisition, and insurance recoveries related to product recalls.
Adjusted EBITDA fell to $91.6 million, down $10.9 million from $102.5 million in Q3 2024, largely because of a $289.7 million goodwill impairment and increased restructuring costs. Operating expenses surged to $412.0 million, up $312.6 million from $99.4 million in Q3 2024, while other expenses decreased by $22.7 million due to a $32.2 million favorable change in non‑cash hedging impacts.
The company posted a net loss of $265.8 million versus a $3.4 million loss a year earlier, a result of the large impairment charge, higher operating costs, and a sharp decline in the effective tax rate to 0.6% from 20.9% in Q3 2024. The loss underscores the one‑time nature of the impairment and the impact of the acquisition on the company’s financial statements.
In the acquisition agreement, TreeHouse Foods will be taken private by Investindustrial, a European investor with a strong track record in food manufacturing. The deal provides shareholders with immediate cash value at a 38% premium and a contingent value right that could generate additional upside if the litigation against Keurig Green Mountain resolves favorably. The transaction will also eliminate the company’s public‑market reporting obligations, allowing Investindustrial to focus on operational improvements and private‑label growth.
Steve Oakland, TreeHouse Foods’ chairman and CEO, said the company had “executed a strategy to become a focused snacking and beverage private‑brand leader” and that the agreement with Investindustrial would “provide shareholders with immediate cash value at a substantial premium.” Andrea Bonomi, chairman of Investindustrial’s industrial advisory board, added that the acquisition would “strengthen the firm’s North American portfolio and unlock long‑term growth opportunities in private brands.” The market reacted strongly to the acquisition offer, with investors welcoming the premium and the contingent value right, while the earnings miss highlighted the company’s ongoing operational challenges.
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