Ingredion wins Tate & Lyle shareholder approval for deal
Ingredion Incorporated reported progress on its proposed all-cash acquisition of Tate & Lyle PLC.
Accepted by SEC EDGAR
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Form Type
8-K
Rhea-AI Filing Summary
Ingredion Incorporated reported progress on its proposed all-cash acquisition of Tate & Lyle PLC. On July 28, 2026, Tate & Lyle shareholders approved the recommended offer for the entire issued and to be issued share capital and passed related implementation resolutions.
The transaction is intended to be carried out through a court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2026, following approval at a Court Meeting and a subsequent general meeting. Completion is expected in the second half of 2027, subject to remaining conditions, including material antitrust approvals and sanction of the Scheme by the High Court of Justice in England and Wales.
The company notes this communication is provided under Regulation FD, is not deemed filed for liability purposes, and does not constitute an offer or solicitation; the acquisition will proceed solely under the Scheme or, if elected, a compliant Takeover Offer.
8-K Event Classification
Item 7.01 — Regulation FD Disclosure
1 item
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Key Figures
Shareholder approval date: July 28, 2026
Expected completion period: second half of 2027
UK Companies Act section: Part 26
+1 more
4 metrics
Shareholder approval date
July 28, 2026
Date Tate & Lyle shareholders approved the Scheme and related resolutions
Expected completion period
second half of 2027
Indicative timing for completion of the Tate & Lyle acquisition, subject to conditions
UK Companies Act section
Part 26
Statutory basis for the scheme of arrangement implementing the Acquisition
Exchange Act sections referenced
Section 13 and 15(d)
Provisions of the Securities Exchange Act of 1934 cited for the report
Key Terms
Regulation FD Disclosure, all-cash acquisition, scheme of arrangement, Takeover Offer
4 terms
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure. On July 28, 2026..."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
all-cash acquisition financial
"approved a recommended all-cash acquisition by Ingredion..."
An all-cash acquisition is a deal in which the buyer pays the sellers entirely in cash for their shares or assets instead of offering stock or other securities. For investors this matters because it gives selling shareholders a clear, immediate payout like cashing a check, while buyers use their cash or borrow to fund the purchase — which can change the buyer’s financial strength, future earnings potential and risk profile much like one household using savings or a loan to buy another home.
scheme of arrangement regulatory
"implemented by a court-sanctioned scheme of arrangement under Part 26..."
A scheme of arrangement is a legal agreement between a company and its shareholders or creditors to reorganize or settle debts, often to avoid bankruptcy or make big changes. It’s like a carefully planned handshake that everyone agrees to, helping the company stay afloat or improve its financial health.
Takeover Offer regulatory
"if the Acquisition is implemented by way of a takeover offer (a “Takeover Offer”)..."
A takeover offer is a proposal from one company or investor to buy enough shares of another company to gain control, usually by offering shareholders a higher price than the current market value. It matters to investors because accepting can deliver immediate cash and a premium on their shares, while rejecting may leave them in a company with a new owner whose strategy, management and future returns can change — like receiving an offer to buy your house that changes your neighborhood’s future.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How will Ingredion (INGR) structure its acquisition of Tate & Lyle?
The acquisition is intended to be implemented via a court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2026. This involves a Court Meeting and general meeting approvals, followed by High Court sanction before the Scheme becomes effective.
When is Ingredion’s (INGR) acquisition of Tate & Lyle expected to be completed?
Completion of the Tate & Lyle acquisition is expected in the second half of 2027. This timing depends on satisfaction or waiver of remaining conditions in the Scheme document, including material antitrust clearances and final sanction of the Scheme by the UK High Court.
What conditions remain before Ingredion’s (INGR) Tate & Lyle deal can close?
Closing remains subject to various conditions in the Scheme document, including material antitrust conditions and sanction of the Scheme by the High Court of Justice in England and Wales. Only once these are satisfied or, where applicable, waived, can the Acquisition be completed.
Does Ingredion’s (INGR) report constitute an offer to buy Tate & Lyle securities?
No. The company states the report is for information purposes only and does not constitute an offer, invitation, or solicitation to buy, sell, or subscribe for any securities. The Acquisition will proceed solely via the Scheme or a compliant Takeover Offer document.
Will Ingredion’s (INGR) Tate & Lyle acquisition follow U.S. securities laws?
If Ingredion chooses to implement the Acquisition as a Takeover Offer instead of solely via the Scheme, the offer will be made in compliance with applicable U.S. laws and regulations, alongside the requirements of the UK Companies Act framework.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
(708 ) 551-2600
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On July 28, 2026, shareholders of Tate & Lyle PLC, a company incorporated in England and Wales (“Tate & Lyle”), approved a recommended all-cash acquisition by Ingredion Incorporated (the “Company”) of the entire issued and to be issued share capital of Tate & Lyle, as announced on June 8, 2026 (the “Acquisition”) and described in the Company’s current report on Form 8-K filed on June 9, 2026. The Acquisition is intended to be implemented by a court-sanctioned scheme of arrangement (the “Scheme”) under Part 26 of the UK Companies Act 2026. On July 28, 2026, in satisfaction of a condition to completion of the Acquisition, Tate & Lyle shareholders voted to approve the Scheme at a meeting of the shareholders (the “Court Meeting”) convened for such vote by order of the High Court of Justice in England and Wales (the “Court”), and also voted to approve resolutions necessary to approve, implement and effect the Scheme and the Acquisition at a general meeting of the shareholders convened immediately after conclusion of the Court Meeting. The Acquisition is expected to be completed in the second half of 2027, subject to the satisfaction or, where applicable, waiver of the other conditions specified in the Scheme document, including material antitrust conditions and sanction of the Scheme by the Court.
The information furnished in this Item 7.01 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, and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except to the extent that the Company specifically incorporates any of the information by reference.
Further Information; No Offer or Solicitation
This report is for information purposes and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the all-cash offer by the Company for the entire issued and to be issued ordinary share capital of Tate & Lyle, or otherwise, nor shall there be any sale, issuance or transfer of securities of Tate & Lyle in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of a Scheme (or, if the Acquisition is implemented by way of a takeover offer, as that term is defined in the UK Companies Act (a “Takeover Offer”), the offer document), which will contain the full terms and conditions of the Acquisition. If the Company exercises its right to implement the Acquisition by way of a Takeover Offer, such offer will be made in compliance with applicable U.S. laws and regulations.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 28, 2026 | Ingredion Incorporated | ||||||||||||||||||||||||||||
| By: | /s/ Tanya M. Jaeger de Foras | ||||||||||||||||||||||||||||
Tanya M. Jaeger de Foras Senior Vice President, Chief Legal Officer, Corporate Secretary and Chief Compliance Officer | |||||||||||||||||||||||||||||