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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March
31, 2026
McCormick & Co Inc.
(Exact name of registrant as specified in
its charter)
| Maryland |
001-14920 |
52-0408290 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
| |
|
|
|
24 Schilling Road, Suite 1
Hunt
Valley, Maryland |
|
21031 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (410) 771-7301
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 (see General Instruction A.2.
below):
☒ 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 exchange
on which registered |
| Common Stock |
MKC-V |
New York Stock Exchange |
| Common Stock Non-Voting |
MKC |
New York Stock Exchange |
Indicate by check mark whether the Registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Explanatory
Note
This Amendment No. 1 on Form 8-K/A (this
“Amendment”) amends the Current Report on Form 8-K filed by McCormick & Company, Incorporated (the
“Company” or “McCormick”) on April 1, 2026 (the “Original Form 8-K”). This Amendment amends the Original Form 8-K to (i)
amend and restate Item 1.01 of the Original Form 8-K and (ii) file copies of the Merger Agreement, the Separation and Distribution
Agreement and the Employee Matters Agreement (each as defined below) as Exhibit 2.1, 2.2 and 10.1, respectively. Except as set forth
herein, the Original Form 8-K remains unchanged.
Item 1.01. Entry into a Material Definitive Agreement.
On March 31, 2026, McCormick & Company, Incorporated, a Maryland corporation
(“McCormick”), entered into definitive agreements with Unilever PLC, a public limited company registered in England and Wales
(“Unilever”), Unilever Alpha HoldCo B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid)
incorporated under the laws of The Netherlands and registered with the Dutch Commercial Register (Handelsregister) under number 42017560,
and wholly owned subsidiary of the Company (“DutchCo”), Sandman Corporation, a Delaware corporation and indirect, wholly owned
subsidiary of Unilever (“SpinCo”), Morpheus Merger Sub I Corp., a Delaware corporation and a direct wholly owned subsidiary
of McCormick (“Merger Sub I”), and Morpheus Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned
subsidiary of McCormick (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), pursuant to which
and subject to the terms and conditions therein, (1) Unilever will transfer its foods business (“Unilever Foods”), subject
to certain exceptions, to SpinCo, (2) Unilever will sell, or cause to be sold, certain other assets related to Unilever Foods to McCormick,
or subsidiaries of McCormick, in exchange for cash payments, and to SpinCo or its subsidiaries, in exchange for intercompany notes, (3)
if the aggregate amount of such intercompany notes and cash payments is less than $15,700,000,000, SpinCo will distribute a note to DutchCo
(the “SpinCo Note Distribution”) in the principal amount of the difference of such payments and $15,700,000,000, (4)(a) DutchCo
will distribute 84.77% (subject to certain adjustments) of the issued and outstanding shares of common stock of SpinCo (the “Distributed
SpinCo Shares”) to Unilever and will retain 15.23% of the issued and outstanding shares of common stock of SpinCo, and (b) Unilever
will distribute to its shareholders the Distributed SpinCo Shares on a pro rata basis by way of an interim dividend in specie (the “Distribution”);
provided, that, DutchCo may in certain circumstances distribute 100% of the issued and outstanding shares of common stock of SpinCo to
Unilever to distribute to its shareholders in order to obtain the desired tax treatment, as provided in the Merger Agreement (as defined
below), (5) Merger Sub I will merge with and into SpinCo (the “First Merger”), with SpinCo as the surviving corporation in
the First Merger (the “Surviving Corporation”), and (6) the Surviving Corporation will merge with and into Merger Sub II (the
“Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II as the surviving entity.
As a result of the First Merger, each share of issued and outstanding common stock of SpinCo will be automatically converted into the
right to receive a number of shares of McCormick voting and non-voting common stock (together, “McCormick Common Stock”).
Shareholders of SpinCo will be issued shares of voting and non-voting common stock in the same proportion as the voting and non-voting
common stock outstanding as of immediately prior to the closing of the Mergers.
When the Mergers are completed, assuming Unilever does not elect to cause DutchCo
to distribute all of the stock of SpinCo held by it, Unilever shareholders will own approximately 55.1%, McCormick shareholders will own
approximately 35.0%, and DutchCo will retain approximately 9.9% of each class, respectively, of the outstanding shares of McCormick Common
Stock on a fully diluted basis. If Unilever elects to cause DutchCo to distribute all of the stock of SpinCo held by it, it will not retain
any McCormick Common Stock and Unilever shareholders will own approximately 65% of each class, respectively, of the outstanding shares
of McCormick Common Stock on a fully diluted basis. The Distribution and the Mergers, taken together, are intended to qualify as a Reverse
Morris Trust transaction that is generally tax-free to Unilever’s shareholders for U.S. federal income tax purposes, except to the
extent that cash is paid to Unilever’s shareholders in lieu of fractional shares in the Distribution or the Mergers. Notwithstanding
such intent, Unilever may elect to change the method or structure of effecting the transactions contemplated by the Merger Agreement (as
defined below) (the “Transactions”) so as to sell all or substantially all of Unilever Foods assets operated in the United
States to McCormick or a subsidiary of McCormick in a transaction that is taxable for U.S. federal income tax purposes (the “U.S.
Asset Sale Election”).
The definitive agreements entered into in connection with the Transactions include
(1) an Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 31, 2026, by and among Unilever, DutchCo,
SpinCo, McCormick, Merger Sub I and Merger Sub II, (2) a Separation and Distribution Agreement (the “Separation and Distribution
Agreement”), dated as of March 31, 2026, by and among Unilever, DutchCo, SpinCo and McCormick, and (3) an Employee Matters Agreement,
dated as of March 31, 2026 (the “Employee Matters Agreement”), by and among Unilever, SpinCo, DutchCo and McCormick. Certain
additional agreements have been or will be entered into in connection with the transactions contemplated by the Merger Agreement and the
Separation and Distribution Agreement, including, among others:
| · | a Stockholders’ Agreement between DutchCo and McCormick, pursuant to which DutchCo will be subject to certain restrictions, including
standstill and voting restrictions, a 5-year sell-down requirement and a one-year lockup, and will be provided customary registration
rights; |
| · | a Transitional Services Agreement, which will govern the parties’ respective rights and obligations with respect to the provision
of certain transition services following the closing of the Transactions; |
| · | an Asset Purchase Agreement, pursuant to which Unilever will transfer certain assets and liabilities to McCormick through a direct
asset sale in exchange for cash, including certain local transfer documents that may be required pursuant to applicable local law to effect
the transactions contemplated by the Asset Purchase Agreement; |
| · | a Tax Matters Agreement, which will govern, among other things, Unilever’s, on one hand, and Unilever Foods’s and McCormick’s,
on the other hand, respective rights, responsibilities and obligations with respect to taxes and tax attributes (including potential payments
for the utilization of certain tax assets generated by the Transactions), the preparation and filing of tax returns, responsibility for
and preservation of the expected tax-free status of the transactions (as applicable) contemplated by the Separation and Distribution Agreement
and certain other tax matters; and |
| · | certain intellectual property licenses, manufacturing agreements, real estate license agreements, and other agreements to be finalized
by Unilever and McCormick prior to the consummation of the transactions. |
The Separation and Distribution Agreement
The Separation and Distribution Agreement sets forth the terms and conditions regarding
the separation of Unilever Foods from Unilever. The Separation and Distribution Agreement identifies and provides for the transfer of
certain assets by Unilever and/or its subsidiaries to SpinCo, McCormick and/or their respective subsidiaries and the assumption of certain
liabilities by SpinCo, McCormick and/or their respective subsidiaries from Unilever and/or its subsidiaries.
The Separation and Distribution Agreement also governs the rights and obligations
of Unilever and SpinCo regarding the Distribution.
The Separation and Distribution Agreement also sets forth other agreements
between Unilever, SpinCo and McCormick, including adjustments for working capital, debt and debt-like items, cash balances and
transaction expenses. The Separation and Distribution Agreement governs certain aspects of the relationship between Unilever and
SpinCo after the Distribution, including provisions with respect to release of claims, indemnification, insurance, access to
financial and other information and access to and provision of records. The parties have mutual ongoing indemnification obligations
following the Distribution with respect to certain liabilities related to Unilever Foods and the remaining Unilever
business, respectively. The Separation and Distribution Agreement also provides that McCormick will guarantee certain obligations of
SpinCo following the Mergers and Unilever will guarantee certain obligations to DutchCo.
Consummation of the Distribution is subject to various conditions, including, among
other things, the satisfaction or waiver of all conditions under the Merger Agreement, completion of the reorganization, Unilever’s
receipt of certain solvency opinions and, if applicable, the completion of the SpinCo Note Distribution.
The foregoing description of the Separation and Distribution Agreement and the
transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the
full text of the Separation and Distribution Agreement, which is incorporated herein by reference to Exhibit 2.2 to this Current Report
on Form 8-K.
The Merger Agreement
As described above, the Merger Agreement provides that, immediately following
the consummation of the Distribution, Merger Sub I will merge with and into SpinCo, with SpinCo surviving as a wholly owned subsidiary
of McCormick, and immediately following the consummation of the First Merger, the Surviving Corporation will merge with and into Merger
Sub II, with Merger Sub II surviving as a wholly owned subsidiary of McCormick (the “Second Merger”). As a result of the First
Merger, each share of SpinCo common stock then issued and outstanding (other than certain excluded shares) will automatically be converted
into the right to receive a number of shares, or in the case of fractional shares, a cash payment in lieu of fractional shares as set
forth in the Merger Agreement, subject to adjustment, of McCormick Common Stock. Shareholders of SpinCo will be issued shares of voting
and non-voting common stock in the same proportion as the voting and non-voting common stock outstanding as of immediately prior to the
closing of the Mergers. Such shares (when issued) in the aggregate will represent approximately 65% of the outstanding shares of McCormick
Common Stock on a fully diluted basis (with McCormick shareholders retaining approximately 35.0%). Unless Unilever elects to cause DutchCo
to distribute all of the stock of SpinCo to Unilever’s shareholders, as is reasonably necessary to obtain the desired tax treatment,
Unilever shareholders will hold 55.1% and DutchCo will retain approximately 9.9%.
The Merger Agreement also provides that, as of immediately following the effective
time of the First Merger, McCormick shall set the size of its board of directors (the “McCormick Board”) at twelve members,
consisting of eight current McCormick directors and four individuals designated by Unilever. One of the four individuals designated by
Unilever may be a member of management or an employee or director of Unilever.
Completion of the First Merger (immediately following the
consummation of the Distribution) is subject to various closing conditions, including, among other things, (1) approval by
McCormick’s voting shareholders of the issuance of McCormick Common Stock pursuant to the Merger Agreement (the “Share
Issuance”) and certain amendments to the McCormick charter (the “Charter Amendment”); (2) the effectiveness of the
McCormick registration statement on Form S-4 to be filed with the Securities and Exchange Commission (the “SEC”); and
(3) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, and obtaining certain other consents, authorizations, orders or approvals from governmental authorities, including
certain other antitrust approvals and any foreign investment approvals. McCormick and Unilever will use their respective reasonable
best efforts to obtain the requisite regulatory approvals, and McCormick has agreed to take remedial actions, if required, in
connection with obtaining such requisite regulatory approvals in respect of McCormick’s business and assets (including the
Unilever Foods business and assets) that, individually or in the aggregate, generated net sales revenues up to a cap of
$1,400,000,000 (measured by net sales revenues during fiscal year 2025).
Unilever, DutchCo, SpinCo, McCormick and the Merger Subs each make certain
representations, warranties and covenants, as applicable, in the Merger Agreement, including covenants to conduct Unilever Foods and the
business of McCormick and its subsidiaries in the ordinary course of business in all material respects, as applicable, and not to take
certain actions during the period between signing and the effective time of the First Merger. McCormick also agrees, among other things,
that neither McCormick nor any of its subsidiaries will (1) solicit alternative transactions or (2) enter into discussions concerning,
or provide information or data in connection with, alternative transactions (except under limited circumstances described in the Merger
Agreement, including where the McCormick Board has received a proposal that could reasonably be expected to lead to a superior proposal
and failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law, subject to certain
notice conditions). McCormick has also agreed that, shortly after the closing of the Mergers, it will grant replacement equity or cash
awards to continuing Unilever Foods employees with a value equivalent to the value of certain Unilever equity awards that were forfeited
by such employees in connection with the Separation and the Mergers, with the cost of any such replacement awards in excess of an agreed
cap borne by Unilever.
The Merger Agreement provides that McCormick will use reasonable best efforts to
list the McCormick Common Stock on a European stock exchange to be determined by Unilever during the interim period.
The Merger Agreement contains specified termination rights for Unilever and McCormick,
including (i) the right for either party to terminate the agreement if the closing has not occurred within 12 months of signing, subject
to two 6 month extensions at the request of either party and (ii) the right of Unilever to terminate the Merger Agreement as a result
of the McCormick Board changing its recommendation that shareholders approve the Share Issuance or the Charter Amendment, which would
result in the payment of a termination fee of $420,000,000 by McCormick to Unilever, in each case as more fully described in the Merger
Agreement.
Further, if the Merger Agreement is terminated under certain circumstances
where an alternative transaction proposal has been publicly announced (or otherwise communicated to the McCormick Board) prior to receipt
of the approval of the Share Issuance and the Charter Amendment by McCormick’s voting shareholders and not withdrawn within specified
time periods, and McCormick consummates or enters into an alternative transaction within 12 months of such termination, then McCormick
will be required to pay the $420 million termination fee to Unilever following the earlier of the date McCormick enters into a definitive
agreement in respect of such alternative transaction and the date McCormick consummates such transaction.
In addition, the Merger Agreement provides that McCormick will reimburse Unilever’s
transaction-related expenses in an amount up to $75 million if the Merger Agreement is terminated because McCormick’s shareholders
do not approve the Share Issuance or the Charter Amendment. The amount of the termination fee payable pursuant to the preceding two paragraphs
will be reduced by the amount of any expense reimbursement paid pursuant to this paragraph.
The foregoing description of the Merger Agreement and the transactions contemplated
thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger
Agreement, which is incorporated herein by reference to Exhibit 2.1 to this Current Report on Form 8-K.
The Separation and Distribution Agreement and the Merger Agreement are
to provide investors with information regarding their terms. They are not intended to provide any other factual information about
Unilever or McCormick. The representations, warranties, covenants and agreements contained in the Merger Agreement and the
Separation and Distribution Agreement were made only for purposes of the Merger Agreement and the Separation and Distribution
Agreement, respectively, as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement and the Separation and Distribution Agreement and the parties
expressly identified as third-party beneficiaries thereto, as applicable (except as expressly provided therein), may be subject to
limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of
allocating contractual risk between the parties to the Separation and Distribution Agreement and the Merger Agreement instead of
establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that
differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement or the Separation and Distribution Agreement and should not
rely on the representations, warranties, covenants and agreements therein or any descriptions thereof as characterizations of the
actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover,
information concerning the subject matter of representations and warranties may change after the respective dates of the Merger
Agreement and the Separation and Distribution Agreement, which subsequent information may or may not be fully reflected in Unilever’s and McCormick’s respective
public disclosures.
The Employee Matters Agreement
The Employee Matters Agreement generally addresses how the employees to
be transferred in connection with the transaction will be identified and transferred to McCormick and Unilever Foods and other related
matters, including the allocation among the parties of assets, liabilities and responsibilities with respect to terms of employment, benefit
plans and other compensation and labor matters. The Employee Matters Agreement provides that, with certain limited exceptions, Unilever
will retain all pre-Closing employee-related liabilities with respect to Unilever Foods business and that McCormick and Unilever Foods
will assume certain specified accrued defined benefit plan liabilities (and related assets, where funded), subject to an agreed cap, and
all post-closing employee-related liabilities relating to the continuing Unilever Foods employees. McCormick and Unilever Foods have
also agreed to provide certain specified levels of compensation, terms and benefits to continuing Unilever Foods employees for the twelve-month
period following the closing of the Mergers. The transfer of the French Unilever Foods business and the Dutch Unilever Foods business
are subject to completion of the requisite works council (and trade union) consultation processes in those countries and the exercise
of the French put option and the Dutch put option.
The foregoing description of the Employee Matters Agreement does not purport to
be complete and is subject to, and qualified in its entirety by reference to, the full text of the Employee Matters Agreement, which is
incorporated herein by reference to Exhibit 10.1 to this Current Report on Form 8-K.
Debt Financing
In connection with entering into the Merger Agreement, on March 31, 2026, McCormick
entered into a commitment letter (the “Bridge Commitment Letter”) with Citigroup Global Markets Inc., Goldman Sachs Bank USA
and Morgan Stanley Senior Funding, Inc. (the “Commitment Parties”), pursuant to which the Commitment Parties have agreed,
subject to the terms and conditions set forth therein, to provide McCormick with certain committed financing in order to fund all or a
portion of the consideration payable in the Merger pursuant to the Merger Agreement and to pay related fees and expenses.
The Bridge Commitment Letter provides for a senior unsecured 364-day bridge term
loan credit facility (the “Bridge Facility”) in an aggregate principal amount of up to $15.7 billion. The Bridge Facility
is intended to be available to McCormick to finance, together with other sources of funds, the acquisition and related fees and expenses
in connection with the Merger and the other transactions contemplated by the Merger Agreement, in the event that McCormick has not obtained
the Permanent Financing on or prior to the closing of the Merger. The Bridge Facility is subject to customary conditions precedent to
funding, including the consummation of the acquisition materially in accordance with the terms of the Merger Agreement and other customary
funding conditions for facilities of this type. The Bridge Facility contains customary representations, warranties, covenants and indemnification
provisions.
The Bridge Commitment Letter also contemplates that McCormick will seek to obtain
permanent financing in the form of senior unsecured notes and/or senior unsecured term loans prior to the closing of the Merger (collectively,
the “Permanent Financing”). Commitments under the Bridge Facility will be reduced by the amount of any Permanent Financing
as well as the proceeds of certain asset sales and certain other events. The receipt of financing by McCormick is not a condition to McCormick’
obligation to consummate the Merger.
Cautionary Statement Regarding Forward-Looking Statements
Certain information contained in this document that are not statements of historical
or current fact constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of
1934. These statements may be identified by the use of words such as “will,” “aim,” “expects,” “anticipates,”
“intends,” “looks,” “believes,” “vision,” “ambition,” “target,”
“goal,” “plan,” “potential,” “work towards,” “may,” “milestone,”
“objectives,” “outlook,” “probably,” “project,” “risk,” “continue,”
“should,” “would be,” “seeks,” or the negative of these terms and other similar expressions of future
performance, results, actions or events, and their negatives, are intended to identify such forward-looking statements. Forward-looking
statements can be made in writing but also may be made verbally by directors, officers and employees of McCormick. The forward-looking
statements contained in this document include, without limitation, the anticipated benefits of, and our plans, strategies and objectives
relating to, the pending transaction with Unilever Foods.
These and other forward-looking statements are based on management’s current
views and assumptions. They are not historical facts, nor are they guarantees of future performance or outcomes. Many risks, uncertainties
and other factors could cause actual future events to differ materially from the forward-looking statements in this communication, including,
but not limited to: (i) the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments
of the transaction, including changes in relevant tax and other applicable laws, and the occurrence of any event, change or other circumstance
that could give rise to the termination of the transaction agreement; (ii) the failure to obtain necessary regulatory approvals, approval
of our shareholders, anticipated tax treatment or any required financing, or to satisfy any of the other conditions to the transaction,
including the risks that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction,
may require conditions, limitations or restrictions in connection with such approvals or that such regulatory approvals may result in
the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction; (iii) the risk
that the proposed transaction may not be completed on the terms or in the time frame expected by the parties, or at all; (iv) direct transaction
costs and substantial transition and integration-related costs associated with the proposed transaction with Unilever Foods; (v) the possibility
that unforeseen liabilities, future capital expenditures, revenues, expenses, charges, earnings, synergies, economic performance, indebtedness,
financial condition, losses, future prospects, business and management strategies resulting from the transaction or otherwise could adversely
impact anticipated combined company metrics and/or the value or expected benefit of, timing or pursuit of the transaction; (vi) the risks
and costs of the pursuit and/or implementation of the anticipated separation of Unilever Foods’ business, including the anticipated
timing required to complete the separation, any adjustment to the terms of the transaction and any changes to the configuration of the
businesses included in the separation if implemented; (vii) uncertainties as to McCormick’s access to available financing to consummate
the transaction upon acceptable terms and on a timely basis or at all; (viii) the failure to obtain the effectiveness of the registration
statements for the transaction or receipt of McCormick shareholder approval for the transaction and certain related matters; (ix) the
risk that combined company financial information relating to the transaction, including anticipated combined company revenues, earnings,
cash flows, capital expenditures, indebtedness and other financial metrics of the combined company; (x) the risk that the anticipated
ownership percentages of McCormick shareholders, Unilever shareholders and Unilever following the closing of the transaction may differ
from those expected; (xi) the effect of the announcement or pendency of the transaction on Unilever Foods’ or McCormick’s
business relationships, competition, business, financial condition and operating results, including risks that the transaction disrupts
current plans and operations of Unilever Foods or McCormick, the ability of Unilever Foods or McCormick to retain and hire key personnel,
risks related to diverting either management team’s attention from ongoing business operations, and risks associated with third-party
contracts containing consent and/or other provisions that may be triggered by the transaction; (xii) the ability of McCormick to successfully
integrate Unilever Foods’ operations and implement its plans, forecasts and other expectations with respect to Unilever Foods’
business or the combined business after the closing of the transaction; (xiii) the ability of McCormick to manage additional debt and
successfully de-lever following the transaction; and (xiv) the outcome of any legal proceedings that may be instituted against Unilever
Foods or McCormick related to the transaction; and other risks described in the company’s filings with the Securities and Exchange
Commission (“SEC”), including McCormick’s Annual Report on Form 10-K for the year ended November 30, 2025 and Quarterly
Report on Form 10-Q for the quarter ended February 28, 2026. Actual results could differ materially from those projected in the forward-looking
statements. The company undertakes no obligation to update or revise publicly, any forward-looking statements, whether as a result of
new information, future events or otherwise, except as may be required by law.
No Offer or Solicitation
This document is for informational purposes only and is not intended to and shall
not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or
approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by
means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Important Information and Where to Find It
This document relates to a proposed transaction among McCormick, Unilever and Unilever
Foods. The parties intend to file relevant materials with the SEC, including, among other filings, a registration statement on Form S-4
to be filed by McCormick with the SEC, which will include a document that serves as a proxy statement/prospectus of McCormick in connection
with the anticipated separation of Unilever Foods from Unilever and combination with McCormick, and a registration statement on Form 10
to be filed by Unilever Foods entity that serve as an information statement/prospectus in connection with the spin-off of Unilever Foods
from Unilever. Each party will also file other documents regarding the proposed transaction with the SEC. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE REGISTRATION STATEMENTS, INFORMATION STATEMENTS, PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED
OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS,
CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of the registration
statement, proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by McCormick, Unilever
Foods or Unilever through the website maintained by the SEC at www.sec.gov.
The documents filed by McCormick with the SEC also may be obtained free of charge
at McCormick’s website at https://ir.mccormick.com/ or upon written request to McCormick & Company, Incorporated, 24 Schilling
Road, Suite 1, Hunt Valley, Maryland 21031, Attention: Investor Relations Department. The documents filed by Unilever Foods or Unilever
with the SEC also may be obtained free of charge at upon written request to Unilever, Investor Relations Department, 100 Victoria Embankment,
London EC4Y 0DY, United Kingdom.
Participants in the Solicitation
McCormick and Unilever and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from McCormick’s shareholders in connection with the proposed transaction.
Information about McCormick’s directors and executive officers and their ownership of McCormick’s common stock is set forth
in McCormick’s proxy statement for its 2025 Annual Meeting of Shareholders on Schedule 14A filed with the SEC on February 18, 2026.
To the extent that holdings of McCormick’s securities have changed since the amounts printed in McCormick’s proxy statement,
such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information
regarding the direct and indirect interests of those persons and other persons who may be deemed participants in the proposed transaction
may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. Information about
the directors and executive officers of Unilever is set forth in its Annual Report on Form 20-F for the year ended December 31, 2025,
which was filed with the SEC on March 12, 2026. You may obtain free copies of these documents as described in the preceding paragraph.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
Description |
| 2.1* |
Agreement and Plan of Merger, dated March 31, 2026, by and among Unilever PLC, Unilever Alpha HoldCo B.V., Sandman Corporation, McCormick & Company, Incorporated, Morpheus Merger Sub I Corp. and Morpheus Merger Sub II, LLC |
| 2.2* |
Separation and Distribution Agreement, dated as of March 31, 2026, by and among Unilever PLC, Unilever Alpha HoldCo B.V., Sandman Corporation and McCormick & Company, Incorporated |
| 10.1* |
Employee Matters Agreement, dated as of March 31, 2026, by and among Unilever PLC,
Sandman Corporation, Unilever Alpha HoldCo B.V. and McCormick & Company, Incorporated |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain schedules or similar attachments to this exhibit have been omitted
pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide a copy of any omitted schedule or similar attachment to the
SEC upon request.
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.
| |
McCORMICK & COMPANY, INCORPORATED |
| |
|
| |
By: |
/s/ Jeffery D. Schwartz |
|
| Date: April 6, 2026 |
|
Jeffery D. Schwartz
Vice President, General Counsel & Secretary |
