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Core Viewpoint - The Ademi Firm is investigating TreeHouse Foods for potential breaches of fiduciary duty and other legal violations related to its transaction with Investindustrial, which involves a cash payment and contingent value rights for shareholders [1][3]. Transaction Details - TreeHouse Foods shareholders will receive $22.50 per share in cash, amounting to an equity value of $1.2 billion, along with one contingent value right per share that entitles holders to 85% of net proceeds from ongoing litigation against Keurig Green Mountain concerning antitrust claims in the single-serve coffee market [2]. - The transaction includes significant benefits for TreeHouse Foods insiders as part of change of control arrangements [2]. Board Conduct - The transaction agreement imposes a significant penalty on TreeHouse Foods for accepting competing bids, which raises concerns about the board of directors' fulfillment of their fiduciary duties to all shareholders [3].

Shareholders are encouraged to contact the firm to discuss their rights. NEW YORK--(BUSINESS WIRE)--Halper Sadeh LLC, an investor rights law firm, is investigating whether the sale of TreeHouse Foods, Inc. (NYSE: THS) to Industrial F&B Investments III Inc. ("Investindustrial†) for $22.50 in cash per share plus a contingent value right is fair to TreeHouse shareholders. Halper Sadeh encourages TreeHouse shareholders to click here to learn more about their legal rights and options or contact Daniel Sadeh or ...

Core Viewpoint - Johnson Fistel, PLLP has initiated an investigation into TreeHouse Foods, Inc. regarding potential breaches of fiduciary duties by its board members in relation to the proposed sale of the company to Investindustrial [1]. Summary by Sections Proposed Transaction - On November 10, 2025, TreeHouse Foods announced a definitive merger agreement with Investindustrial, where shareholders will receive $22.50 per share in cash and one non-transferable Contingent Value Right (CVR) per common share [3]. - The proposed acquisition price of $22.50 per share is significantly lower than TreeHouse Foods' 52-week high of $40.77, with a Wall Street analyst setting a target price of $31 per share [4]. Investigation Details - Shareholders who believe the proposed transaction undervalues their investment are encouraged to join the investigation led by Johnson Fistel [2]. Firm Background - Johnson Fistel, PLLP is a nationally recognized law firm specializing in shareholder rights, with a strong track record in securities class action lawsuits [5]. - In 2024, the firm was ranked among the Top 10 Plaintiff Law Firms, recovering approximately $90.725 million for clients in cases where it served as lead or co-lead counsel [6].

分组1 - TreeHouse Foods reported quarterly earnings of $0.43 per share, missing the Zacks Consensus Estimate of $0.53 per share, and down from $0.74 per share a year ago, representing an earnings surprise of -18.87% [1] - The company posted revenues of $841.9 million for the quarter ended September 2025, missing the Zacks Consensus Estimate by 1.2%, and slightly up from $839.1 million year-over-year [2] - TreeHouse shares have declined approximately 45.8% since the beginning of the year, contrasting with the S&P 500's gain of 14.4% [3] 分组2 - The current consensus EPS estimate for the upcoming quarter is $0.92 on revenues of $931.37 million, and for the current fiscal year, it is $1.65 on revenues of $3.38 billion [7] - The Zacks Industry Rank for Food - Miscellaneous is currently in the bottom 26% of over 250 Zacks industries, indicating potential underperformance compared to higher-ranked industries [8]

The food processor will be acquired by Investindustrial, a European investment firm. ...

Financial Performance - Net sales for Q3 2025 totaled $840.3 million, a slight increase of 0.1% from $839.1 million in Q3 2024[2] - Net sales for Q3 2025 were $840.3 million, slightly up from $839.1 million in Q3 2024, while net sales for the nine months ended September 30, 2025, were $2,430.3 million, down from $2,448.3 million in the same period last year[24] - Gross profit for Q3 2025 increased to $157.9 million, compared to $131.2 million in Q3 2024, resulting in a gross margin improvement[24] - The Company reported adjusted net sales of $841.9 million for Q3 2025, with a gross profit margin of 17.7%[36] - For the nine months ended September 30, 2025, net sales were $2,430.3 million, with a gross profit of $412.3 million, reflecting a gross margin of 17.0%[37] - The adjusted net sales for the nine months ended September 30, 2024, were $2,465.9 million, with an adjusted gross profit of $417.9 million, reflecting a gross margin of 16.9%[38] Profitability and Loss - Gross profit margin improved to 18.8% in Q3 2025, up from 15.6% in Q3 2024, primarily due to $17.5 million in insurance recoveries related to product recalls[3] - The company reported a net loss of $265.8 million for Q3 2025, significantly higher than the net loss of $3.4 million in Q3 2024, with a net loss margin of 31.6%[24][29] - Adjusted EBITDA for Q3 2025 was $91.6 million, down from $102.5 million in Q3 2024, reflecting a decrease of $10.9 million due to volume/mix and macroeconomic trends[8] - Adjusted EBITDA for Q3 2025 was $91.6 million, down from $102.5 million in Q3 2024, with an adjusted EBITDA margin of 10.9%[29] - The company reported a net loss of $300.5 million for the nine months ended September 30, 2025, with a diluted loss per share of $5.95[37] Operating Expenses - Total operating expenses rose to $412.0 million in Q3 2025, compared to $99.4 million in Q3 2024, largely due to the goodwill impairment and increased restructuring costs[5] - Total operating expenses for the nine months ended September 30, 2025, were $296.2 million, with total other expenses amounting to $109.0 million[37] - The Company incurred $289.7 million in non-cash impairment charges related to goodwill during Q3 2025, compared to $19.3 million for property, plant, and equipment in Q2 2024[30] Cash Flow and Debt - Net cash used in operating activities for the first nine months of 2025 was $62.5 million, an increase of $32.1 million compared to $30.4 million in the same period of 2024[8] - Cash and cash equivalents decreased to $21.0 million as of September 30, 2025, from $289.6 million at the end of 2024[26] - Long-term debt increased to $1,486.1 million as of September 30, 2025, up from $1,401.3 million at the end of 2024[24] - The company reported a significant increase in interest expense to $23.9 million in Q3 2025, compared to $16.0 million in Q3 2024[24] Acquisition and Restructuring - TreeHouse Foods announced a definitive agreement to be acquired by Investindustrial for a total of $2.9 billion, leading to the withdrawal of future guidance[9] - The company will not host its conference call due to the pending acquisition transaction[9] - Restructuring activities recognized $2.9 million and $8.7 million in accelerated depreciation for Q3 and nine months ended September 30, 2025, respectively, with no such charges in the same periods of 2024[30] - The Company recognized $1.9 million in costs related to acquisitions and divestitures during the nine months ended September 30, 2025[30] Other Financial Metrics - Effective income tax rate was 0.6% in Q3 2025, a significant drop from 20.9% in Q3 2024, primarily due to the goodwill impairment[7] - Free cash flow for the nine months ended September 30, 2025, was $(134.6) million, compared to $(120.6) million for the same period in 2024[41] - Non-GAAP adjustments for product recalls included insurance recoveries of $13.0 million and $23.0 million for Q3 and nine months ended September 30, 2025, respectively[31] - Non-cash unrealized changes in fair value from derivative contracts were treated as Non-GAAP adjustments, impacting total other expense by $12.7 million[30]

Core Insights - TreeHouse Foods reported a net loss of $265.8 million for Q3 2025, a significant increase from a net loss of $3.4 million in Q3 2024, primarily due to a non-cash goodwill impairment loss of $289.7 million [7][10][25] - The company has entered into a definitive agreement to be acquired by Investindustrial for a total of $2.9 billion, leading to the withdrawal of future guidance and cancellation of the scheduled conference call [10][18] Financial Performance - Net sales for Q3 2025 were $840.3 million, a slight increase of 0.1% from $839.1 million in Q3 2024, driven by favorable pricing and business acquisitions, offset by volume/mix declines [2][13] - Gross profit margin improved to 18.8% in Q3 2025 from 15.6% in Q3 2024, attributed to insurance recoveries from product recalls and margin improvements from acquisitions [3][13] - Total operating expenses surged to $412.0 million in Q3 2025 from $99.4 million in Q3 2024, mainly due to the goodwill impairment and increased restructuring costs [4][25] Adjusted Metrics - Adjusted EBITDA for Q3 2025 was $91.6 million, down from $102.5 million in Q3 2024, reflecting challenges in volume/mix and macroeconomic trends [7][27] - Adjusted net sales for Q3 2025 were reported at $841.9 million, indicating a slight decline in adjusted performance metrics compared to the previous year [13][27] Cash Flow and Liquidity - Net cash used in operating activities increased to $62.5 million in the first nine months of 2025 from $30.4 million in the same period of 2024, primarily due to decreased cash flows from the Receivables Sales Program [8][17] - The company reported a significant decrease in cash and cash equivalents, ending Q3 2025 with $21.0 million compared to $289.6 million at the end of 2024 [24][26] Acquisition and Strategic Moves - The acquisition by Investindustrial is expected to reshape the company's strategic direction, with the management focusing on long-term growth prospects in the private brands sector [10][18] - The company has been actively involved in restructuring and margin improvement initiatives as part of an enterprise-wide transformation to enhance profitability [29][31]

Core Viewpoint - TreeHouse Foods, Inc. is set to be acquired by Investindustrial in an all-cash transaction valued at $2.9 billion, providing shareholders with $22.50 per share and a contingent value right [1][2][3] Transaction Details - Shareholders will receive $22.50 per share in cash, representing an equity value of $1.2 billion, which is a 38% premium over the closing share price on September 26, 2025, and a 29% premium to the 30-day volume-weighted average share price [2][3] - The acquisition has been unanimously approved by the TreeHouse Foods Board of Directors and is expected to close in the first quarter of 2026, pending shareholder and regulatory approvals [4][5] Contingent Value Right - Each shareholder will receive one non-transferable Contingent Value Right (CVR) per share, which allows holders to receive 85% of any net proceeds from ongoing litigation related to TreeHouse Foods' coffee business [2][6] Litigation Background - TreeHouse Foods is involved in ongoing litigation against Keurig Dr. Pepper Inc. regarding antitrust claims, with estimated damages ranging from $719.4 million to $1.5 billion [7] Company Strategy - TreeHouse Foods aims to become a leader in private brand snacking and beverages, focusing on long-term growth prospects and an agile operating model [4][11] Investindustrial's Profile - Investindustrial is a leading European investment group with €17 billion in raised fund capital, focusing on mid-market companies and emphasizing sustainable value creation [13]

Private label food company TreeHouse Foods (NYSE:THS) will be reporting earnings this Monday before market hours. Here’s what investors should know. TreeHouse Foods beat analysts’ revenue expectations by 1.7% last quarter, reporting revenues of $801.4 million, up 1.6% year on year. It was a strong quarter for the company, with a beat of analysts’ EPS estimates and a solid beat of analysts’ EBITDA estimates. Is TreeHouse Foods a buy or sell going into earnings? Read our full analysis here, it’s free for a ...