Act II Global Acquisition Corp., Merisant Co. and MAFCO Worldwide LLC have agreed to combine and form Whole Earth Brands.
Chicago-based Merisant and Camden, New Jersey-based MAFCO comprise the operating subsidiaries of Flavors Holdings Inc., which is owned by affiliates of MacAndrews & Forbes Inc.
Subject to the terms and conditions set forth in the purchase and sale agreement, Act II will combine with Merisant, MAFCO and certain of their subsidiaries and following the closing of the proposed transaction, become Whole Earth Brands, which will continue to be listed on the NASDAQ stock exchange. The combined company expects to have an initial enterprise value of approximately $575 million, or 8.1x the Flavors Holdings’ estimated calendar year 2020 pro forma EBITDA of $71 million.
Merisant is a manufacturer of tabletop non-caloric sweeteners while MAFCO manufactures natural licorice products.
Whole Earth Brands is expected to be led by Flavors Holdings’ existing management team, including CEO Albert Manzone and Lucas Bailey, president of the ingredients business, Lucas Bailey. Act II Chairman Irwin D. Simon will serve as the company’s executive chairman.
“We are excited to create Whole Earth Brands, a global, industry leading platform, focused on on-trend food products and ingredients,” Simon said in a statement. “We are in the early stages of the global secular consumer shift away from sugar and increased emphasis on natural ingredients and clean labels. Whole Earth Brands will be uniquely positioned as a global player addressing this sizeable opportunity and will provide a strong foundation for robust organic growth and future strategic acquisitions. Our brands, significant free cash flow and the highly accomplished leadership team combined with our public listing and flexible balance sheet will allow us to reinvest in the business in a way that has not been done before and execute an accelerated growth strategy, driving long-term shareholder value.”
Act II has received a commitment from TD Bank to provide for the contemplated debt financing.
DLA Piper LLP served as legal adviser to Act II for the transaction. Goldman Sachs & Co. LLC and Moelis & Company LLC served as financial advisers to Act II. Cantor Fitzgerald & Co. served as capital markets adviser to Act II. Wachtell, Lipton, Rosen & Katz served as legal adviser to Flavors Holdings. Citi acted as financial adviser to Flavors Holdings.
Completion of the proposed transaction is expected by the end of the first quarter of 2020, subject to customary closing conditions, receipt of approvals from Act II’s stockholders, and completion of the offer for Act II’s stockholders to redeem their shares.