Investindustrial Completes Acquisition of TreeHouse Foods

TreeHouse Foods (NYSE: THS) has been acquired by Investindustrial in an all-cash transaction announced on February 11, 2026.

Rhea-AI Summary

TreeHouse Foods (NYSE: THS) has been acquired by Investindustrial in an all-cash transaction announced on February 11, 2026. Shareholders of record at closing receive $22.50 per share in cash plus one non-transferable contingent value right (CVR).

The deal values the company at an enterprise value of $2.9 billion (plus CVR value) and an equity value of $1.2 billion, representing a 38% premium to the closing price on September 26, 2025 and a 29% premium to the 30-day VWAP on that date. TreeHouse common stock will be delisted and the company will become private.

Positive

• $22.50 per share cash upfront to shareholders
• 38% premium to TreeHouse closing price on Sept 26, 2025
• Enterprise value $2.9B (plus CVR value), indicating buyer valuation commitment

Negative

• CVR payment uncertain—proceeds depend on litigation recoveries
• Shares delisted, eliminating public trading liquidity for THS holders
• Equity value $1.2B implies remaining value tied to contingent outcomes

Market Context

This announcement confirms completion of Investindustrial’s acquisition of TreeHouse Foods for a $2....

Analysis

This announcement confirms completion of Investindustrial’s acquisition of TreeHouse Foods for a $2.9 billion enterprise value, with shareholders receiving $22.50 in cash plus one CVR per share. Past acquisition events, including the November 2025 deal announcement and the Harris Tea transactions, prompted positive price reactions. With THS shares slated for NYSE delisting and the company going private, investors may focus on final cash consideration mechanics, potential CVR proceeds from the Green Mountain litigation, and remaining trading liquidity before deregistration.

Key Figures

Cash consideration per share: $22.50 Contingent value right: 1 CVR per share Enterprise value: $2.9 billion +3 more

Cash consideration per share

$22.50

Upfront cash portion for each THS common share in Investindustrial acquisition

Contingent value right

1 CVR per share

Non-transferable CVR tied to potential litigation recoveries per common share

Enterprise value

$2.9 billion

Total enterprise value of all-cash transaction for TreeHouse Foods

Equity value

$1.2 billion

Equity value implied by $22.50 per share cash portion of consideration

Premium to close

38%

Premium to THS closing share price on September 26, 2025

Premium to 30-day VWAP

29%

Premium to 30-day volume-weighted average price as of September 26, 2025

Previous Acquisition Reports

3 past events · Latest: Nov 10

Same Type 3 events

1. Nov 10

   Buyout agreement signed

   24h Move

   +22.7%

   Definitive agreement to be acquired by Investindustrial for $2.9B EV and $22.50 cash.

2. Jan 02

   Acquisition completed

   24h Move

   +1.1%

   Completion of approximately $205M Harris Tea acquisition using cash on hand.

3. Dec 02

   Acquisition announced

   24h Move

   +2.2%

   Announcement of $205M deal for Harris Tea private brand business to bolster tea category.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

contingent value right, cvr, enterprise value, volume-weighted average share price

4 terms

contingent value right financial

"and one non-transferable contingent value right ("CVR") per common share."

A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.

cvr financial

"The CVR provides a holder with an opportunity to receive certain net proceeds"

A CVR (Contingent Value Right) is a contract-like entitlement issued in corporate transactions that pays the holder additional cash or shares only if specified future events or milestones occur, such as regulatory approval, sales targets, or performance thresholds. Think of it like a coupon that becomes valuable only if a company hits agreed goals; for investors it changes the risk-reward mix of a deal by offering potential upside tied to uncertain future outcomes and can affect valuation, liquidity and expected returns.

enterprise value financial

"acquisition of TreeHouse Foods in an all-cash transaction for a total Enterprise Value of $2.9 billion"

Enterprise value is the total worth of a company, reflecting what it would cost to buy the entire business. It includes the company's market value plus any debts, minus its cash holdings, offering a comprehensive picture of its true value. Investors use it to compare companies regardless of their capital structures, helping them assess how much they would need to pay to acquire the business.

View in glossary

volume-weighted average share price financial

"and a 29% premium to the Company's 30-day volume-weighted average share price on September 26, 2025."

Volume-weighted average share price (VWAP) is the average price a stock trades at over a given period, where each trade’s price is weighted by how many shares changed hands; bigger trades count more than smaller ones. Investors use it as a benchmark to judge whether a trade executed at a good price and to spot short-term market direction—think of it like a weighted classroom average where students with more credits influence the final grade more.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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TreeHouse Foods Shareholders are Entitled to Receive $22.50 Per Share in Cash and One Contingent Value Right Per Share

OAK BROOK, Ill., Feb. 11, 2026 /PRNewswire/ -- TreeHouse Foods, Inc. ( "TreeHouse Foods" or "the Company") and Industrial F&B Investments III, Inc., an independently managed investment subsidiary of Investindustrial VIII SCSp ("Investindustrial"), part of a leading European group of independently managed investment, holding, and advisory companies, today announced that Investindustrial has completed its previously announced acquisition of TreeHouse Foods in an all-cash transaction for a total Enterprise Value of $2.9 billion, plus the value of the CVRs as set forth below.

In connection with the closing of the transaction, Industrial F&B Investments III, Inc. was merged with and into TreeHouse Foods, with TreeHouse Foods continuing as the surviving corporation.  As a result, Investindustrial has acquired TreeHouse Foods.  TreeHouse Foods shareholders of record as of the closing date are entitled to receive $22.50 per share in cash for each share of common stock owned, and one non-transferable contingent value right ("CVR") per common share. The CVR provides a holder with an opportunity to receive certain net proceeds, if any are recovered, from the ongoing TreeHouse Foods, Inc. et al. v. Green Mountain Coffee Roasters, Inc. et al. litigation relating to part of TreeHouse Foods' coffee business. The specific terms and conditions of the CVR are set forth in the CVR Agreement filed with the SEC.

The upfront cash portion of the consideration of $22.50 per common share represents an equity value of $1.2 billion, a 38% premium to TreeHouse Foods' closing share price on September 26, 2025, the last full trading day prior to market speculation around a transaction, and a 29% premium to the Company's 30-day volume-weighted average share price on September 26, 2025. TreeHouse Foods' common stock will no longer be listed on the New York Stock Exchange and TreeHouse Foods will become a private company.

Advisors

Goldman Sachs & Co. LLC served as financial advisor to TreeHouse Foods. Jones Day served as legal counsel.

Lazard, RBC Capital Markets and Deutsche Bank served as financial advisors to Investindustrial. RBC Capital Markets, Deutsche Bank and KKR Capital Markets led a group of additional underwriters providing Investindustrial with financing support for the transaction. Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel to Investindustrial on the acquisition, and Paul, Weiss, Rifkind, Wharton & Garrison LLP served as financing legal counsel.

ABOUT TREEHOUSE FOODS

TreeHouse Foods, Inc. is a leading private brands snacking and beverage manufacturer in North America. Our purpose is to engage and delight - one customer at a time. Through our customer focus and category experience, we strive to deliver excellent service and build capabilities and insights to drive mutually profitable growth for TreeHouse and for our customers. Our purpose is supported by investment in depth, capabilities and operational efficiencies which are aimed to capitalize on the long-term growth prospects in the categories in which we operate.

ABOUT INVESTINDUSTRIAL

Investindustrial is a leading European group of independently managed investment, holding, and advisory companies with €17 billion of raised fund capital. With sustainability principles deeply embedded into the firm's core approach, Investindustrial has a 35-year history of providing mid-market companies with capital, industrial expertise, operational focus and global platforms to accelerate sustainable value creation and international expansion.

Certain companies of the Investindustrial group are authorized by, and subject to regulatory supervision of the FCA in the United Kingdom, the CSSF in Luxembourg and the FSRA in Abu Dhabi Global Market. References to 'Investindustrial' are of generic nature, for ease of reading, and may refer, depending on the context, to a fund or any of its independently managed subsidiaries. Investindustrial's investment companies act independently from each other and each Investindustrial fund. More information is available at www.investindustrial.com.

INVESTINDUSTRIAL'S USE OF TERMS

The terms "group", "Investindustrial", "we", "us" (and similar) in this document have been used only for practical ease of reading and do not intend to imply any specific reference to a legal definition or any activity of control by any individual or company with respect to other companies. Investindustrial companies are each independently managed by their respective boards of directors. The term "Investindustrial" may refer where the context requires to companies other than the investment subsidiary of the fund Investindustrial Group's investment companies act independently from each other and each Investindustrial fund.

Please also note that any hyperlink or website mentioned herein, and information and links contained therein are not part of this communication and should not be considered as incorporated by reference herein.

View original content:https://www.prnewswire.com/news-releases/investindustrial-completes-acquisition-of-treehouse-foods-302684682.html

SOURCE TreeHouse Foods, Inc.

FAQ

What did Investindustrial pay for TreeHouse Foods (THS) on February 11, 2026?

Investindustrial completed the acquisition for an enterprise value of $2.9 billion plus CVR value. According to the company, shareholders received $22.50 per share in cash and one CVR per share at closing.

What is the contingent value right (CVR) for THS shareholders and how does it work?

The CVR gives shareholders a chance to receive proceeds from specific litigation recoveries. According to the company, the CVR covers potential net proceeds from the TreeHouse v. Green Mountain Coffee Roasters litigation under terms filed with the SEC.

How much premium did the THS buyout offer represent to pre-announcement prices?

The cash consideration represented a 38% premium to the Sept 26, 2025 closing price and a 29% premium to the 30-day VWAP on that date. According to the company, the $22.50 cash reflects this premium.

Will TreeHouse Foods (THS) remain listed on the NYSE after the acquisition?

No. TreeHouse common stock will no longer be listed on the New York Stock Exchange and the company will become private. According to the company, the transaction closed and the listing has been removed.

Who advised TreeHouse Foods and Investindustrial on the acquisition of THS?

Goldman Sachs served as financial advisor and Jones Day as legal counsel to TreeHouse. According to the company, Investindustrial was advised by Lazard, RBC Capital Markets and Deutsche Bank, with financing support from a lender group.