Summary of Mission Produce and Calavo Acquisition Conference Call Company and Industry Overview - **Companies Involved**: Mission Produce (NasdaqGS: AVO) and Calavo Growers - **Industry**: Fresh produce, specifically focusing on avocados, tomatoes, papayas, and prepared foods Core Points and Arguments - **Acquisition Announcement**: Mission Produce has entered into a definitive agreement to acquire Calavo, a leading provider in the fresh produce market, particularly avocados and prepared foods [2][4] - **Strategic Importance**: This acquisition is seen as a significant milestone for both Mission and the industry, aiming to create a more diversified and stronger company for long-term growth [4][6] - **Complementary Strengths**: Mission's scale and distribution capabilities will be enhanced by Calavo's strong customer relationships and prepared foods platform, creating a fully integrated model [6][11] - **Financial Projections**: On a pro forma basis, the combined company is expected to generate approximately $2 billion in net sales and $176 million in adjusted EBITDA for fiscal 2025 [6][12] - **Transaction Structure**: The acquisition will be a cash and stock transaction, with Calavo shareholders receiving $27 per share, consisting of $14.85 in cash and 0.9790 shares of Mission [7][8] - **Ownership Post-Transaction**: Mission shareholders are expected to own approximately 80.3% of the combined company, while Calavo shareholders will own about 19.7% [7] Additional Important Insights - **Market Expansion**: The acquisition will strengthen Mission's position in the North American avocado market and accelerate international expansion, particularly in Mexico and California [10][12] - **Prepared Foods Segment**: Calavo's portfolio includes guacamole, salsas, and dips, which is a growing market with a total addressable market of approximately $1.7 billion, growing in the high single digits [11][12] - **Synergies and Cost Savings**: Mission anticipates $25 million in annualized cost synergies within 18 months post-close, with potential for additional upside [12][26] - **Revenue Synergies**: The combined marketing capabilities and sourcing strength are expected to enhance overall commercial opportunities, although specific quantitative estimates were not provided [31][40] - **Operational Integration**: The management teams from both companies are confident in their ability to execute a seamless integration, leveraging best practices and operational efficiencies [12][13] Conclusion - The acquisition of Calavo by Mission Produce is positioned as a strategic move to enhance market presence, diversify product offerings, and create significant value through operational synergies and expanded capabilities in the fresh produce and prepared foods sectors [4][6][15]

Transaction Overview - Mission Produce will acquire all outstanding shares of Calavo Growers [23] - The merger consideration is 0.9790x of a Mission Produce share per Calavo Growers share and $14.85 cash per Calavo Growers share [23] - The cash/stock mix is 55% cash and 45% stock [23] - Calavo Growers will receive 1 board seat on Mission Produce expanded board [23] - The transaction is expected to close by the end of August 2026 [23] Financial Highlights - The pro forma net sales are approximately $2 billion [21] - The pro forma adjusted EBITDA is approximately $177 million, including approximately $25 million in run-rate synergies [21] - The combined company will have approximately 5,800 global employees [21] - Mission Produce anticipates approximately $25 million of annual cost synergies [23] Product and Geographic Mix - The pro forma product mix is 84% avocado, 5% blueberry, 4% mango, 4% guacamole, 2% tomato, and 1% other [20] - The pro forma geographic mix is 83% U S and 17% rest of world [20]

FORWARD-LOOKING STATEMENTS This communication contains certain "forward-looking statements" within the meaning of federal securities laws. Forward-looking statements may be identified by words such as "anticipates," "believes," "could," "continue," "estimate," "expects," "intends," "will," "should," "may," "plan," "predict," "project," "would" and similar expressions. Forward-looking statements are not statements of historical fact and reflect Calavo's and Mission's current views about future events. Such f ...

Core Insights - Mission Produce, Inc. is acquiring Calavo Growers, Inc. to enhance its position in the North American avocado market and expand into the prepared food segment [1][2][3] - The acquisition is expected to create significant value for both companies, with anticipated cost synergies of approximately $25 million within 18 months post-close [1][12] Transaction Overview - The acquisition involves a cash-and-stock transaction where Calavo stockholders will receive $27.00 per share, consisting of $14.85 in cash and 0.9790 shares of Mission for each share of Calavo [6][7] - The total enterprise value of the transaction is approximately $430 million, representing a 26% premium to Calavo's recent stock price [7][8] Strategic Rationale - The acquisition aims to bolster Mission's vertically integrated platform and enhance its global distribution network by incorporating Calavo's sourcing and prepared foods capabilities [2][3] - This move is expected to diversify Mission's product offerings, including entry into the high-growth prepared foods segment, which aligns with evolving consumer demand for convenience and healthy options [12] Operational Synergies - The transaction is projected to deliver $25 million in annualized cost synergies within 18 months post-close, with potential for further upside [12] - The combined company will have an expanded network of packinghouses in Mexico, increasing access to high-quality avocados and improving supply reliability [12] Governance and Management - Upon completion, John Pawlowski is expected to serve as CEO of the combined company, with Steve Barnard as Executive Chairman [9] - The Board of Directors for the combined entity will consist of 10 individuals, including one director appointed by mutual agreement of both companies [9] Company Backgrounds - Mission Produce is a global leader in sourcing and distributing fresh avocados, with a vertically integrated operation that includes growing, sourcing, packing, and distribution [17] - Calavo Growers has a long history in the produce industry, offering a range of products including avocados, tomatoes, and prepared foods like guacamole [18]

Core Insights - Calavo Growers has appointed B. John Lindeman as the new CEO, succeeding Lee Cole, who will retire on December 8 [1] - Lindeman previously served as CEO of Hydrofarm Holdings Group and has extensive experience in the industry, including a prior role as CFO at Calavo [3][4] - The company is currently evaluating strategic alternatives following takeover interest received in June [5][6] Company Performance - For the fiscal third quarter ended July 31, 2025, Calavo reported net sales of $178.8 million, a decrease of 0.4% year-on-year [6] - Fresh segment sales were $155.9 million, reflecting a 5% decline, while prepared segment sales increased by 40% to $22.9 million [6] - Operating income fell by 7.5% to $8.6 million, with net income reported at $4.7 million, compared to a loss of $762,000 in the previous year [7] - For the nine months ended July 31, net sales totaled $523.7 million, an increase of 6.5% compared to the prior-year period [7] - Fresh segment sales rose by 6% to $470.3 million, and prepared segment sales increased by 10% to $53.5 million [7]

Core Insights - Mission Produce, Inc. (AVO) is demonstrating resilience in a challenging produce market, achieving record revenues of $357.7 million in its fiscal third quarter, a 10% increase year over year, driven by higher avocado volumes and disciplined pricing despite global oversupply pressures [1][8] - The company's strategic advantages include a vertically integrated model and the ability to flexibly source from regions like Peru and Mexico, optimizing its sourcing mix to maintain volume and margins [2] Financial Performance - AVO's Q3 FY25 revenues reached $357.7 million, reflecting a 10% year-over-year increase, with European sales surging 37% due to effective sourcing strategies [8] - The forward price-to-earnings ratio for AVO is 25.07X, significantly higher than the industry average of 14.67X, indicating a premium valuation [9] Market Position and Competition - AVO faces competition from Calavo Growers, Inc. (CVGW) and Fresh Del Monte Produce Inc. (FDP), both leveraging unique strengths to maintain market presence [4] - Calavo Growers focuses on cost optimization and efficiency to improve margins, while Fresh Del Monte emphasizes product innovation and sustainability to capture growth in emerging markets [5][6] Future Outlook - Challenges are anticipated in the fourth quarter with expected lower pricing, potentially down 20-25% year over year due to increased supply [3] - AVO's investments in operational enhancements and diversification into new produce categories like mangoes and blueberries position it well to balance margin pressures with volume gains [3]

Core Viewpoint - Calavo Growers, Inc. has received a non-binding proposal to acquire all outstanding shares at a nominal value of $32.00 per share, which includes a mix of stock and cash, pending due diligence and financing [1]. Company Overview - Calavo Growers, Inc. is a global leader in sourcing, packing, and distributing fresh avocados, tomatoes, papayas, and processing guacamole and other avocado products [2]. - The company was founded in 1924 and has a strong culture of innovation and sustainable practices, serving various markets including retail grocery, foodservice, and wholesalers worldwide [2]. - Calavo is headquartered in Santa Paula, California, with facilities across the U.S. and Mexico [2].

Core Insights - The avocado market is rapidly growing, with Mission Produce Inc. (AVO) and Calavo Growers Inc. (CVGW) as key players, each employing distinct strategies and market approaches [1][2][3] Group 1: Mission Produce (AVO) - AVO is positioned as a global leader in the avocado industry, showing strong momentum in fiscal 2025, particularly in its Marketing & Distribution segment despite supply disruptions in Mexico [4][5] - The company's growth strategy is centered on a vertically integrated model, diversified sourcing, and product expansion, with significant investments in infrastructure and a focus on operational efficiency [5][6] - Financially, AVO is demonstrating disciplined growth, with improved adjusted earnings and EBITDA, although it faces tariff uncertainties that could impact margins [6][11] Group 2: Calavo Growers (CVGW) - CVGW is focusing on profitability and operational efficiency, achieving its best first-quarter adjusted net income since 2019, indicating a successful turnaround after restructuring [7][8] - The company has a dual-segment portfolio, combining its Fresh segment with a Prepared segment, which remains strategically important despite facing margin pressures [8][10] - CVGW's operational backbone is strengthened by a vertically integrated supply chain and long-standing grower partnerships, with a significant reduction in SG&A expenses and a tripling of adjusted EBITDA [9][10] Group 3: Financial Estimates and Performance - The Zacks Consensus Estimate for AVO suggests year-over-year declines in sales and EPS for fiscal 2025, while CVGW is projected to experience growth in both metrics [11][14][16] - In the past three months, CVGW has outperformed AVO, with a total return of 16.8%, compared to AVO's decline of 12.3% [17] - AVO trades at a forward P/E multiple of 26.89X, above its 5-year median, while CVGW trades at a lower multiple of 12.49X, indicating a more attractive valuation for investors [21][22] Group 4: Investment Outlook - CVGW is viewed as a more compelling investment opportunity due to its operational turnaround, lower valuation, and improving financial performance, suggesting a favorable risk-reward profile [24][25][26] - Analyst sentiment is positive for CVGW, with forward estimates indicating growing confidence in its earnings potential, while AVO's premium pricing may limit upside surprises [27][28]

Core Viewpoint - Calavo Growers, Inc. is set to provide a general business update following its 2025 annual shareholder meeting, highlighting its leadership in the avocado industry and value-added fresh food sector [1]. Group 1: Annual Meeting Details - The Annual Meeting is scheduled for April 23, 2025, at 1:00 p.m. Pacific Time, with eligible shareholders able to participate and vote [2]. - Shareholders of record as of February 24, 2025, will have the right to submit questions and vote during the meeting [2]. - Non-shareholders can attend as guests but will not have voting rights or the ability to ask questions [3]. Group 2: Company Overview - Calavo Growers, Inc. is a global leader in processing and distributing avocados, tomatoes, papayas, and guacamole, operating a vertically integrated business model [4]. - Founded in 1924, the company serves various sectors including retail grocery, foodservice, club stores, and food distributors worldwide [4]. - The company is headquartered in Santa Paula, California, with operations throughout the U.S. and Mexico [4].

Core Viewpoint - Calavo Growers, Inc. has authorized a share repurchase program of up to $25 million to enhance shareholder value, reflecting confidence in its long-term strategy and financial position [1][2]. Group 1: Share Repurchase Program - The share repurchase program allows the company to buy back up to $25 million of its common stock through various methods, including open-market transactions and privately negotiated transactions [2]. - The program is effective until March 18, 2027, unless extended or terminated earlier by the Board of Directors [2]. - The timing, volume, and pricing of repurchases will depend on market conditions and the company's financial position [2]. Group 2: Financial Position and Strategy - The company emphasizes its strong balance sheet, expected cash flow generation, and robust liquidity position as key factors supporting the repurchase program [2]. - The repurchase initiative is part of the company's commitment to shareholders while maintaining flexibility for strategic growth and operational improvements [2]. Group 3: Company Overview - Calavo Growers, Inc. is a leader in the processing and distribution of avocados, tomatoes, papayas, and guacamole, operating a vertically integrated business model [3]. - Founded in 1924, the company serves various sectors, including retail grocery, foodservice, and food distributors, with operations in the U.S. and Mexico [3].