This Schedule 14A relates solely to preliminary communications made prior to furnishing security holders of
Kellanova (the Company) with a definitive proxy statement related to a proposed transaction with Mars, Incorporated (Parent), in which Merger Sub 10VB8, LLC, a Delaware limited liability company (Merger Sub) will
merge with and into the Company, with the Company continuing as the surviving corporation, such that following the merger, the Company will be a wholly-owned direct or indirect subsidiary of Acquiror 10VB8, LLC, a Delaware limited liability company
(Acquiror) (collectively, the Transaction), upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of August 13, 2024 (the Merger Agreement), by and among the
Company, Merger Sub, Acquiror and, solely for the limited purposes specified in the Merger Agreement, Parent.
This Schedule 14A filing consists of the
following: (1) screenshots of social media posts that were posted on various platforms on August 15, 2024 and (2) an updated FAQ that was added to the Companys website, futureofsnacking.com, on August 15, 2024 .
* * *
Does Mars plan to close any Kellanova facilities?
|
|
|
After the closing of the transaction, Battle Creek, MI, will remain a core location for the combined
organization. Mars Snacking remains headquartered in Chicago. |
|
|
|
Beyond that, no decisions have been made at this time. As we work to combine these two great companies,
Mars long-term goal is to grow all aspects of the business. |
|
|
|
Today is the first step in the process toward bringing Kellanova into Mars. |
|
|
|
A joint integration team of leaders from both Mars and Kellanova will be assembled at the appropriate time to
determine how best to combine Kellanova with the Mars Snacking business. |
Forward-Looking Statements
This communication includes statements that are forward-looking statements made pursuant to the safe harbor provisions of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed acquisition (the Merger) of Kellanova (the Company) by Mars, Inc., stockholder and
regulatory approvals, the expected timetable for completing the Merger, the excepted continued benefits to employees in light of the Merger, and any other statements regarding the Companys 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: failure to obtain the required vote of the Companys stockholders in connection with the Merger; 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; the risk that a governmental or regulatory approval that may be required for the Merger is not obtained or is obtained subject to conditions that are not
anticipated; potential litigation relating to, or other unexpected costs resulting from, the Merger; legislative, regulatory, and economic developments; risks that the proposed transaction disrupts the Companys current plans and operations;
the risk that certain restrictions during the pendency of the proposed transaction may impact the Companys ability to pursue certain business opportunities or strategic transactions; the diversion of managements time on
transaction-related issues; continued availability of capital and financing and rating agency actions; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Companys 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 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