Eu Commission Clears Mars' $36 Billion Kellanova Deal

BATTLE CREEK (dpa-AFX) - Monday, Mars, Inc., a company dealing with pet care, snacking and food, announced that it has received unconditional approval from the European Commission for its pending acquisition of Kellanova (K).

Along with this recent development, all required regulatory approvals and clearances for the pending transaction have been obtained.

As per the deal, Kellanova's portfolio of snacking brands, which includes Pringles, Cheez-It, Pop-Tarts, Rice Krispies Treats, RXBAR and Kellogg's international cereal brands, will join the existing Mars Snacking portfolio. The combined business is expected to generate around $36 billion in annual revenues.

Upon closing of the acquisition, Kellanova's common stock will be delisted and will cease trading on the New York Stock Exchange.

The deal is expected to close on December 11, 2025.

Currently, K is trading at $83.44, up 0.37 percent on the NYSE.

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Kellanova (K) filed a Form 8K - Regulation FD Disclosure - with the U.S Securities and Exchange Commission on December 08, 2025.

As previously disclosed, on August 13, 2024, Kellanova, a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified in accordance with its terms, the "Merger Agreement") by and among the Company, Acquiror 10VB8, LLC, a Delaware limited liability company ("Acquiror"), Merger Sub 10VB8, LLC, a Delaware limited liability company and a wholly owned subsidiary of Acquiror ("Merger Sub"), and, solely for the limited purposes specified in the Merger Agreement, Mars, Incorporated, a Delaware corporation ("Mars"). The Merger Agreement provides that, among other things, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving as a wholly-owned subsidiary of Acquiror.

On December 8, 2025, the Company and Mars issued a joint press release announcing that Mars has received unconditional approval from the European Commission for the pending Merger. As a result, Mars has now received all required regulatory approvals and clearances for the pending Merger.

The parties intend to close the Merger on December 11, 2025. Completion of the Merger remains subject to the satisfaction or waiver of customary closing conditions set forth in the Merger Agreement. Following the Merger, the Company's common stock will be delisted from the New York Stock Exchange and shares of its common stock will cease to be publicly traded.

A copy of the press release is furnished with this Current Report on Form 8-K (this "Report") as Exhibit 99.1 and is incorporated herein by reference. The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Forward-Looking Statements

This Report includes statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act, each as amended, including statements regarding the Merger, the expected timetable for completing the Merger and any other statements regarding the Company's future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts. This information may involve risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These risks and uncertainties include, but are not limited to: the timing to consummate the Merger and the risk that the Merger may not be completed at all or the occurrence of any event, change, or other circumstances that could give rise to the termination of the Merger Agreement, including circumstances requiring a party to pay the other party a termination fee pursuant to the Merger Agreement; the risk that the conditions to closing of the Merger may not be satisfied or waived; potential litigation relating to, or other unexpected costs resulting from, the Merger; legislative, regulatory, and economic developments; risks that the Merger disrupts the Company's current plans and operations; the risk that certain restrictions during the pendency of the Merger may impact the Company's ability to pursue certain business opportunities or strategic transactions; the diversion of management's time on transaction-related issues; continued availability of capital and financing and rating agency actions; the risk that any announcements relating to the Merger could have adverse effects on the market price of the Company's common stock, credit ratings or operating results; and the risk that the proposed transaction and its announcement could have an adverse effect on the ability to retain and hire key personnel, to retain customers and to maintain relationships with business partners, suppliers and customers. The Company can give no assurance that the conditions to the Merger will be satisfied, or that it will close within the anticipated time period.

All statements, other than statements of historical fact, should be considered forward-looking statements made in good faith by the Company, as applicable, and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. When used in this Report, or any other documents, words such as "anticipate," "believe," "estimate," "expect," "forecast," "goal," "intend," "objective," "plan," "project," "seek," "strategy," "target," "will" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on the beliefs and assumptions of management at the time that these statements

were prepared and are inherently uncertain. Such forward-looking statements are subject to risks and uncertainties that could cause the Company's actual results to differ materially from those expressed or implied in the forward-looking statements. These risks and uncertainties, as well as other risks and uncertainties that could cause the actual results to differ materially from those expressed in the forward-looking statements, are described in greater detail in the Company's reports filed with the United States Securities and Exchange Commission (the "SEC"), including the Company's Annual Report on Form 10-K for the year ended December 28, 2024, subsequent Quarterly Reports on Form 10-Q, Current Reports on Forms 8-K and other SEC filings made by the Company. The Company cautions that these risks and factors are not exclusive. Management cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements or present or prior earnings levels. Forward-looking statements speak only as of the date of this Report, and, except as required by applicable law, the Company does not undertake any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.

The full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/55067/000119312525310707/d49614d8k.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/55067/000119312525310707/0001193125-25-310707-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.

The European Commission gives final, unconditional approval for merger, 
paving the way to unite two iconic snacking businesses on December 11, 
2025 
 
 
MCLEAN, Va., & CHICAGO--(BUSINESS WIRE)--December 08, 2025-- 
 
   Mars, Incorporated, a family-owned, global leader in pet care, snacking 
and food and Kellanova (NYSE: K), a leader in global snacking, 
international cereal and noodles and North America frozen foods, today 
announced that Mars has received unconditional approval from the 
European Commission for its pending acquisition of Kellanova. As a 
result, all required regulatory approvals and clearances for the pending 
transaction have been obtained. 
 
 
   This press release features multimedia. View the full release here: 
https://www.businesswire.com/news/home/20251207243494/en/ 
 
 
   Mars and Kellanova anticipate closing the pending transaction on 
December 11, 2025, subject to the satisfaction or waiver of customary 
closing conditions. Upon close, Kellanova's portfolio of snacking brands, 
which includes Pringles(R), Cheez-It(R), Pop-Tarts(R), Rice Krispies 
Treats(R), RXBAR(R) and Kellogg's international cereal brands, will join 
the existing Mars Snacking portfolio, which includes beloved brands like 
SNICKERS(R), M&M'S(R), TWIX(R), SKITTLES(R), EXTRA(R) and KIND(R). 
 
 
   Following the close of the pending transaction, Mars expects the 
combined Snacking business to generate around $36 billion in annual 
revenues, with a portfolio that includes 9 billion-dollar brands. Mars 
Snacking will continue to be headquartered in Chicago, IL and will 
operate in more than 145 markets, serving millions of consumers. Powered 
by a team of more than 50,000 Associates, it will operate 80 global 
production facilities and more than 170 retail outlets like Hotel 
Chocolat and M&M'S World. 
 
 
   "We are excited to have received final regulatory approval for the 
pending acquisition of Kellanova," said Poul Weihrauch, CEO and Office 
of the President of Mars, Incorporated. "Our focus now turns to 
welcoming Kellanova employees to Mars and creating an even more 
innovative global snacking business that delivers greater choice and 
quality to more consumers around the world." 
 
 
   "Today marks an extraordinary milestone and the culmination of years of 
work for many of our Associates," said Andrew Clarke, Global President 
of Mars Snacking. "We can't wait to welcome Kellanova talent to Mars and 
create a shared, global snacking leader with a beloved range of brands. 
We've said all along that Mars Snacking and Kellanova will be better 
together, building on the strength of our respective legacies and 
capabilities to unlock new possibilities and drive growth." 
 
 
   Steve Cahillane, Chairman, President and CEO of Kellanova, said, "This 
combination will bring together two purpose-driven and principles-led 
companies. Serving as Kellanova's Chairman, President and CEO has been a 
true honor, and I'm looking forward to seeing Kellanova people and 
brands thrive as part of Mars Snacking." 
 
 
   The parties announced on August 14, 2024, that they had entered into a 
definitive agreement under which Mars agreed to acquire Kellanova. The 
pending transaction received Kellanova shareowner approval on November 
1, 2024. The pending merger received the final of all 28 required 
regulatory approvals and clearances on December 8, 2025. Following the 
completion of the pending transaction, which remains subject to 
customary closing conditions, Kellanova's common stock will be delisted 
and will cease trading on the New York Stock Exchange. 
 
 
   About Mars, Incorporated 
 
 
   Mars, Incorporated is driven by the belief that the world we want 
tomorrow starts with how we do business today. As an approximately $55bn, 
family-owned business with 150,000 Associates, our diverse portfolio of 
leading pet care products and veterinary services serve pets all around 
the world and our quality snacking and food products delights millions 
of people every day. We produce some of the world's best-loved brands 
including ROYAL CANIN(R), PEDIGREE(R), WHISKAS(R), CESAR(R), DOVE(R), 
EXTRA(R), M&M'S(R), SNICKERS(R) and BEN'S ORIGINAL(TM). Our 
international networks of pet hospitals, including BANFIELD(TM), 
BLUEPEARL(TM), VCA(TM) and ANICURA(TM) deliver high quality veterinary 
care and ANTECH (TM) offers breakthrough capabilities in pet 
diagnostics. 
 
 
   For more information about Mars, please visit www.mars.com. Join us on 
Facebook, Instagram, LinkedIn and YouTube. 
 
 
   About Kellanova 
 
 
   Kellanova (NYSE: K) is a leader in global snacking, international cereal 
and noodles, and North America frozen foods with a legacy stretching 
back more than 100 years. Powered by differentiated brands including 
Pringles(R), Cheez-It(R), Pop-Tarts(R), Kellogg's Rice Krispies 
Treats(R), RXBAR(R), Eggo(R), MorningStar Farms(R), Special K(R), Coco 
Pops(R), and more, Kellanova's vision is to become the world's 
best-performing snacks-led company, unleashing the full potential of our 
differentiated brands and our passionate people. 
 
 

For more detailed information about Kellanova, please visit https://www.Kellanova.com.

 
 
   Forward-Looking Statements 
 
 
   This communication includes statements that constitute "forward-looking 
statements" within the meaning of the Private Securities Litigation 
Reform Act of 1995, Section 27A of the Securities Act of 1933 and 
Section 21E of the Securities Exchange Act of 1934, each as amended, 
including statements regarding the proposed acquisition (the "Merger") 
of Kellanova (the "Company") by Mars, Incorporated ("Mars"), the 
expected timetable for completing the Merger, the expected benefits and 
other effects of the Merger, the integration of the companies, the 
combined business going forward and any other statements regarding the 
Company's future expectations, beliefs, plans, objectives, financial 
conditions, assumptions or future events or performance that are not 
historical facts. This information may involve risks and uncertainties 
that could cause actual results to differ materially from such 
forward-looking statements. These risks and uncertainties include, but 
are not limited to: the timing to consummate the Merger and the risk 
that the Merger may not be completed at all or the occurrence of any 
event, change, or other circumstances that could give rise to the 
termination of the merger agreement, including circumstances requiring a 
party to pay the other party a termination fee pursuant to the merger 
agreement; the risk that the conditions to closing of the Merger may not 
be satisfied or waived; litigation relating to, or other unexpected 
costs resulting from, the Merger; legislative, regulatory, and economic 
developments; risks that the Merger disrupts the Company's current plans 
and operations; the risk that certain restrictions during the pendency 
of the Merger may impact the Company's ability to pursue certain 
business opportunities or strategic transactions; the diversion of 
management's time on transaction-related issues; continued availability 
of capital and financing and rating agency actions; the risk that any 
announcements relating to the Merger could have adverse effects on the 
market price of the Company's common stock, credit ratings or operating 
results; the risk that the proposed transaction and its announcement 
could have an adverse effect on the ability to retain and hire key 
personnel, to retain customers and to maintain relationships with 
business partners, suppliers and customers; the impact of macroeconomic 
conditions; other business disruptions; and consumers' and other 
stakeholders' perceptions of the Company's brands. The Company can give 
no assurance that the conditions to the Merger will be satisfied, or 
that it will close within the anticipated time period. 
 
 
   All statements, other than statements of historical fact, should be 
considered forward-looking statements made in good faith by the Company, 
as applicable, and are intended to qualify for the safe harbor from 
liability established by the Private Securities Litigation Reform Act of 
1995. When used in this communication, or any other documents, words 
such as "anticipate," "believe," "estimate," "expect," "forecast," "goal, 
" "intend," "objective," "plan," "project," "seek," "strategy," "target, 
" "will" and similar expressions are intended to identify 
forward-looking statements. These forward-looking statements are based 
on the beliefs and assumptions of management at the time that these 
statements were prepared and are inherently uncertain. Such 
forward-looking statements are subject to risks and uncertainties that 
could cause the Company's actual results to differ materially from those 
expressed or implied in the forward-looking statements. These risks and 
uncertainties, as well as other risks and uncertainties that could cause 
the actual results to differ materially from those expressed in the 
forward-looking statements, are described in greater detail under the 
heading "Item 1A. Risk Factors" in the Company's Annual Report on Form 
10-K for the year ended December 28, 2024 filed with the United States 
Securities and Exchange Commission (the "SEC") and in any other SEC 
filings made by the Company. The Company cautions that these risks and 
factors are not exclusive. Management cautions against putting undue 
reliance on forward-looking statements or projecting any future results 
based on such statements or present or prior earnings levels. 
Forward-looking statements speak only as of the date of this 
communication or as of any earlier date when made or deemed to have been 
made, and, except as required by applicable law, no person is 
undertaking any obligation to update or supplement any forward-looking 
statements to reflect actual results, new information, future events, 
changes in its expectations or other circumstances that exist after the 
date as of which the forward-looking statements were made.