REG - Ingredion Inc. Tate & Lyle PLC - Recommended cash acquisition of Tate & Lyle PLC
Today 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260608:nRSH3659Ha&default-theme=true
RNS Number : 3659H Ingredion Incorporated 08 June 2026
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
8 June 2026
Recommended Cash Acquisition
of
Tate & Lyle PLC ("Tate & Lyle")
by
Ingredion Incorporated ("Ingredion")
to be effected by means of a scheme of arrangement under Part 26 of the
Companies Act 2006
Summary
· The boards of Ingredion and Tate & Lyle are pleased to announce
that they have reached agreement on the terms and conditions of a recommended
cash offer by Ingredion for the entire issued and to be issued ordinary share
capital of Tate & Lyle (the "Acquisition").
· Under the terms of the Acquisition, Tate & Lyle Shareholders
will be entitled to receive in aggregate:
o 595 pence in cash per Tate & Lyle Share (the "Cash Consideration");
plus
o a final dividend in relation to the financial year ended 31 March 2026 of
no greater than 13.2 pence per ordinary Tate & Lyle Share (the "2026 Final
Dividend"); plus
o an interim dividend in relation to the six-month period ended 30 September
2026 of no greater than 6.8 pence per ordinary Tate & Lyle Share (the
"2027 Interim Dividend" and together with the 2026 Final Dividend, the
"Permitted Dividends").
· The Cash Consideration values the entire issued and to be issued
share capital of Tate & Lyle at approximately £2.7 billion ($3.6 billion)
on a fully diluted basis, with an implied enterprise value of £3.7 billion
($5.0 billion), and represents a premium of approximately:
o 58.7 per cent. to the closing share price of Tate & Lyle Shares on 13
May 2026 (being the last Business Day prior to the start of the Offer Period)
(the "Undisturbed Date");
o 65.2 per cent. to the volume-weighted average price of Tate & Lyle
Shares for the three months ended on the Undisturbed Date; and
o 61.6 per cent. to the volume-weighted average price of Tate & Lyle
Shares for the six months ended on the Undisturbed Date.
· The total value of the Cash Consideration and Permitted Dividends
of up to 615 pence per Tate & Lyle Share represents a headline offer
premium of approximately:
o 64.0 per cent. to the closing share price of Tate & Lyle Shares on the
Undisturbed Date;
o 70.8 per cent. to the volume-weighted average price of Tate & Lyle
Shares in the three months ended on the Undisturbed Date; and
o 67.0 per cent. to the volume-weighted average price of Tate & Lyle
Shares in the six months ended on the Undisturbed Date.
· The Cash Consideration and Permitted Dividends (assuming the
Permitted Dividends are declared and paid in full) together value the entire
issued and to be issued share capital of Tate & Lyle at approximately
£2.8 billion on a fully diluted basis with an implied enterprise value of
£3.8 billion.
· The Permitted Dividends will be paid (subject to the approval of
the Tate & Lyle Directors and, in the case of the 2026 Final Dividend, the
requisite approval of Tate & Lyle Shareholders) in line with Tate &
Lyle's ordinary course 2026 and 2027 financial year dividend calendars, in
each case without any reduction in the Cash Consideration payable under the
Acquisition. If, on or after the date of this announcement and before the
Effective Date, any dividend and/or other distribution and/or other return of
capital (other than the Permitted Dividends) is declared, made or paid or
becomes payable in respect of Tate & Lyle Shares, Ingredion reserves the
right to reduce the Cash Consideration by an amount up to the amount of such
dividend and/or distribution and/or return of capital, in which case any
reference in this announcement to the Cash Consideration will be deemed to be
a reference to the Cash Consideration as so reduced. Any exercise by Ingredion
of its rights referred to in this paragraph shall be the subject of an
announcement and, for the avoidance of doubt, shall not be regarded as
constituting any revision or variation of the terms of the Scheme.
· The Tate & Lyle Directors unanimously intend to recommend the
Acquisition.
· Irrevocable undertakings to vote in favour of the Scheme (and if
Ingredion, subject to the consent of the Panel and the terms of the
Co-operation Agreement, subsequently structures the Acquisition as an Offer,
to accept any Offer by Ingredion) have been received in respect of an
aggregate of 76,186,458 Tate & Lyle Shares (including Tate & Lyle
Shares held through Tate & Lyle ADSs) representing approximately 17.1 per
cent. of the existing issued ordinary share capital of Tate & Lyle as at 5
June 2026 (being the last Business Day prior to the date of this announcement)
("Latest Practicable Date").
· It is intended that the Acquisition will be implemented by way of a
court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(although Ingredion reserves the right to effect the Acquisition by way of an
Offer, subject to the consent of the Panel and the terms of the Co-operation
Agreement). The Conditions to the Acquisition (including the Material
Antitrust Conditions highlighted in paragraph 6) are set out in full in
Appendix 1 to the full announcement.
Recommendation of the Tate & Lyle Directors
· The Tate & Lyle Directors, who have been so advised by Goldman
Sachs and Greenhill as to the financial terms of the Acquisition, consider the
terms of the Acquisition to be fair and reasonable. In providing advice to the
Tate & Lyle Directors, Goldman Sachs and Greenhill have taken into account
the commercial assessments of the Tate & Lyle Directors. Goldman Sachs and
Greenhill are providing independent financial advice to the Tate & Lyle
Directors for the purposes of Rule 3 of the Takeover Code.
· Accordingly, the Tate & Lyle Directors intend to recommend
unanimously that Tate & Lyle Shareholders vote in favour of the Scheme at
the Court Meeting and the Resolutions to be proposed at the General Meeting
(and if Ingredion, with the consent of the Panel and subject to the terms of
the Co-operation Agreement, subsequently structures the Acquisition as an
Offer, to accept any Offer by Ingredion) as the Tate & Lyle Directors who
hold Tate & Lyle Shares or Tate & Lyle ADSs have irrevocably
undertaken to do in respect of their own beneficial holdings (and the
beneficial holdings of their close relatives and related trusts), being, in
aggregate, 1,186,458 Tate & Lyle Shares (including Tate & Lyle Shares
held through Tate & Lyle ADSs), representing approximately 0.3 per cent.
of the existing issued ordinary share capital of Tate & Lyle as at the
Latest Practicable Date.
Background to and reasons for the Recommendation of the Tate & Lyle
Directors
Tate & Lyle today and its strategic transformation
· Tate & Lyle is a speciality food and beverage solutions
business. Powered by over 165-years of science and ingredient innovation, Tate
& Lyle partners with customers to meet growing consumer demand for
healthier, more nutritious and sustainable food and drink. Through its leading
expertise in sweetening, mouthfeel and fortification, Tate & Lyle
develops ingredients and solutions which reduce sugar, calories and fat, and
add fibre and protein to food and drink, across categories including
beverage, dairy, bakery and snacks, and soups, sauces, and dressings. Tate
& Lyle's purpose is Transforming Lives through the Science of Food. By
living its purpose, and through its broad product portfolio, solutions
expertise and deep understanding of the global food and beverage market; Tate
& Lyle helps to address key societal challenges such as obesity, diabetes,
nutritional deficiency and the impact of climate change.
· In recent years, Tate & Lyle has successfully completed a major
strategic and structural transformation. Through two transactions completed in
April 2022 and June 2024, Tate & Lyle sold its Primary Products
("Primient") commodity business in the Americas to KPS Capital Partners, LLP.
Tate & Lyle then acquired CP Kelco, a leading global provider of pectin
and speciality gums in November 2024 to create a leader across its sweetening,
mouthfeel and fortification platforms with a unique product portfolio and
enhanced formulation capabilities significantly increasing Tate & Lyle's
ability to be a solutions partner of choice for its customers. Together, the
Primient disposal followed by the CP Kelco acquisition, transformed Tate &
Lyle into a growth-focused leading and differentiated speciality food and
beverage solutions business, directly aligned with attractive structural and
growing consumer trends for healthier, more nutritious and sustainable food
and drink. Following this strategic transformation, Tate & Lyle now has
around 5,000 employees working in 75 locations in 37 countries, serving
customers in more than 120 countries.
· In July 2025, having successfully completed its strategic
transformation, Tate & Lyle presented an updated medium-term strategic
roadmap, aiming to accelerate growth through the powerful combination of its
enlarged portfolio, and deliver attractive returns to shareholders. Tate &
Lyle outlined a medium-term financial algorithm, targeting 4-6 per cent.
organic revenue growth, Adjusted EBITDA growth ahead of Revenue, and Adjusted
EPS growth ahead of Adjusted EBITDA, while maintaining free cash flow
conversion greater than 75 per cent., and maintaining a strong balance sheet,
targeting net debt to EBITDA of 1.0x to 2.5x.
Outlook for Tate & Lyle
· Despite the strong, fundamental long-term growth drivers for the
ingredients sector, over the last year the operating environment for
ingredients companies and their customers has deteriorated, with consumer
sentiment weakening across all major regions. Amid slowing near-term growth,
Tate & Lyle and several listed Ingredients and CPG companies across the
food and beverage sector have lowered guidance and expectations for near-term
future performance.
· In October 2025, Tate & Lyle outlined the impact of this
slowing demand in the North American and European markets on Tate & Lyle
Group revenue and earnings growth. At the end of a financial year which
featured a number of challenges including softer market demand than
anticipated, an increasingly complex geopolitical landscape and the
integration of two large global businesses, Tate & Lyle delivered 3 per
cent. revenue decline and 3 per cent. pro forma Adjusted EBITDA decline for
the year ended 31 March 2026, in line with expectations (as outlined in
October 2025). During its 2026 financial year, Tate & Lyle delivered over
$50 million of productivity savings and increased the target for its 5-year
productivity programme by a further $50 million to deliver $200 million of
savings by the end of the 2028 financial year. The Tate & Lyle Group also
met its CP Kelco combination $50 million annualised run-rate synergy target a
year ahead of plan as it completed the integration of the CP Kelco business
and began to illustrate the power of the combination by driving increased
levels of customer traction and an enlarged new business pipeline.
· Given the continued challenging economic backdrop and muted market
demand, the near-term priorities for Tate & Lyle are to drive volume-led
growth and strengthen financial performance through four priority actions
focused on: (i) targeted investments to accelerate customer wins; (ii)
delivering the full benefits of the CP Kelco combination; (iii) accelerating
productivity across the enlarged Tate & Lyle Group; and (iv) continued
balance sheet focus aligned with clear capital allocation priorities.
· As announced in the Tate & Lyle FY26 Financial Results, Tate
& Lyle expects to deliver for the year ending 31 March 2027 (on a constant
currency basis), modest revenue growth underpinned by volume growth, weighted
to the second half, and broadly flat EBITDA before the c.$20 million impact of
the rescheduling of the consolidation of bio-gums capacity. Tate & Lyle's
outlook assumes a limited impact from the conflict in the Middle East, and it
is taking actions to mitigate cost inflation through a range of initiatives
including procurement activities, operational discipline and pricing action.
· The Tate & Lyle Board remains fully confident in the ongoing
execution of its strategic plan and that its successful delivery through
volume-led growth and strengthened financial performance will create value for
the Tate & Lyle Shareholders over time. However, the financial performance
in the 2026 financial year was disappointing and, while actions are being
taken with urgency to return the business to top-line growth, the continuation
of the current challenging market environment creates risks and uncertainties
in the timing of delivery of Tate & Lyle's financial algorithm.
Proposal from Ingredion and considerations in respect of the Acquisition
· The Tate & Lyle Board was not seeking and did not solicit an
offer for Tate & Lyle, though it regularly considers all options for
driving and improving shareholder value. The initial unsolicited proposal
received from Ingredion at 530 pence per Tate & Lyle Share (at a
consideration comprising 80 per cent. cash and 20 per cent. shares of
Ingredion) was not at a level which the Tate & Lyle Board felt reflected
an appropriate valuation of Tate & Lyle and its future prospects.
Following four further proposals from Ingredion, the Board negotiated a
proposal which delivers total value of up to 615 pence per Tate & Lyle
Share in cash to Tate & Lyle Shareholders comprising cash consideration of
595 pence per Tate & Lyle Share, a final dividend for the financial year
to 31 March 2026 of up to 13.2 pence per Tate & Lyle Share and an interim
dividend for the six months to 30 September 2026 of up to 6.8 pence per Tate
& Lyle Share. The Tate & Lyle Directors felt that this proposal from
Ingredion required more detailed consideration.
· In considering the financial terms of the Acquisition and determining
whether they reflect an appropriate valuation of Tate & Lyle and its
future prospects, the Tate & Lyle Board took into account several factors
including that:
o the Acquisition reflects the strength of Tate & Lyle's business and
its future prospects, and provides an opportunity for Tate & Lyle
Shareholders to crystallise, in cash, the value of their investments at a fair
and reasonable value;
o the total value of up to 615 pence per Tate & Lyle Share represents an
attractive premium of:
§ 64.0 per cent. to the Closing Price of Tate & Lyle Shares on the
Undisturbed Date;
§ 70.8 per cent. to the volume-weighted average price of Tate & Lyle
Shares in the three months ended on the Undisturbed Date; and
§ 67.0 per cent. to the volume-weighted average price of Tate & Lyle
Shares in the six months ended on the Undisturbed Date;
o the Cash Consideration and Permitted Dividends (assuming the Permitted
Dividends are declared and paid in full) implies an enterprise value of
approximately 9.1 times Tate & Lyle's Adjusted EBITDA for the 12 months
ended 31 March 2026;
o the certainty of the Acquisition should be weighed against the inherent
uncertainty of the delivery of future value that exists in the business,
particularly in the near-term, given the current uncertainty in the global
macroeconomic environment, suppressed consumer sentiment and the markets in
which Tate & Lyle operates; and
o the Acquisition is expected to deliver more risk-adjusted near-term value
to Tate & Lyle Shareholders than other strategic options considered by the
Tate & Lyle Board.
· Accordingly, while the Tate & Lyle Board remains confident in
its ability to deliver attractive value for the Tate & Lyle Shareholders
over the medium to long term, the Tate & Lyle Directors believe that the
financial terms of the Acquisition represent an attractive opportunity for
Tate & Lyle Shareholders to realise a certain cash value for their
investment on completion of the Acquisition relative to the risks inherent in
the execution of Tate & Lyle's strategy.
· The Tate & Lyle Board has also carefully considered the
execution certainty associated with the Acquisition. The commitments provided
by Ingredion to satisfy the regulatory Conditions, including the undertaking
to take all necessary steps to satisfy the regulatory Conditions as soon as
reasonably practicable and in sufficient time to enable completion to occur at
least three months prior to the Long Stop Date, subject only to the Regulatory
Undertaking Carve-out, were important considerations in the Tate & Lyle
Board's assessment of the Acquisition and its decision to recommend the
Acquisition to the Tate & Lyle Shareholders.
· In considering the Acquisition, the Tate & Lyle Board has taken
into account Ingredion's stated intentions for the business and all its
stakeholders, including its employees, customers, and broader network of
stakeholders.
· Following careful consideration of the financial terms of the
Acquisition and the commitments made by Ingredion to manage transaction
execution risks, the combination of value and certainty that the terms of the
Acquisition provide to Tate & Lyle Shareholders, and the above factors,
the Tate & Lyle Directors intend to unanimously recommend that Tate &
Lyle Shareholders vote in favour of the Scheme at the Court Meeting and the
Resolutions to be proposed at the General Meeting, as the Tate & Lyle
Directors who hold Tate & Lyle Shares or Tate & Lyle ADSs (and those
of their spouse, minor children and/or related trusts (if applicable)),
amounting in aggregate to 1,186,458 Tate & Lyle Shares (including Tate
& Lyle Shares held through Tate & Lyle ADSs) representing
approximately 0.3 per cent. of the issued share capital of Tate & Lyle as
at the Latest Practicable Date.
Background to and reasons for the Acquisition by Ingredion
· Ingredion believes that the Acquisition of Tate & Lyle represents
a compelling opportunity to accelerate its customer solutions-led growth
strategy to create a scaled specialty ingredients platform.
· The combination would bring together complementary portfolios,
technical expertise and geographic networks. Together, Ingredion and Tate
& Lyle would be better placed to help customers address growing consumer
demand for food and beverage products that are affordable, nutritious and
high-quality. The combination also brings together a broader portfolio of
specialty non-food ingredients for customers in the paper making,
pharmaceutical, personal, and home care segments.
· The Acquisition offers strategic, operational and financial
benefits, that include:
o Bolstering Ingredion's portfolio and creating significant strategic growth
opportunities
§ Broadens Ingredion's specialty ingredients platform across texturants,
sugar reduction, and fortification.
§ Adds complementary capabilities for multi-ingredient systems and recipe
development.
§ Expands Ingredion's ability to address customer needs across a wider range
of end use categories and applications.
o Creating a complementary and differentiated portfolio for texture and
sugar reduction
§ Combines Ingredion's texture and sugar reduction capabilities with Tate
& Lyle's expertise in mouthfeel, sweetening, and fortification.
§ Positions the Combined Group to better help customers address growing
consumer demand for food and beverage products that are safe, high quality,
affordable, great tasting, and healthier.
o Diversifying Ingredion's global platform with critical scale in North
America, Europe and Emerging Markets
§ Brings together complementary geographic supply networks across the
Americas, Europe, the Middle East and Africa, and Asia Pacific.
§ Delivers faster, more reliable and cost-effective ingredients and solutions
for customers and consumers worldwide.
§ Enhances local market insights to better anticipate regional customer needs
and consumer preferences.
o Delivering solutions for diverse consumer needs across the value chain
§ Combines applications expertise, customer-led formulation capabilities and
expanded customer centric data insights to deliver more integrated,
higher-value ingredient solutions at an affordable price for end consumers.
§ Enables closer partnership with customers - from concept development
through to commercialization - by building cost-effective bespoke ingredient
solutions to meet customer needs, and by deepening Ingredion's innovation and
formulation capabilities while accelerating and optimizing speed-to-market.
o Enhancing IP and technological capabilities to drive innovation
§ Unifies two respected brand names with more than a century of history, each
known for innovation, quality, service, and trust in the ingredients space.
§ Combines complementary IP, technology, talent and applications capabilities
to support faster innovation and next-generation ingredient systems
development.
§ Enhances the ability to develop systems-based solutions across mouthfeel,
sweetening, and fortification, including solutions that support healthier
product offerings.
o Delivering significant financial benefits and value creation under a
prudent financial structure
§ The Combined Group would represent approximately $9.9 billion of revenue,
adjusted EBITDA of $1.8 billion, and have significantly improved free cash
flow conversion.
§ The Cash Consideration implies a pre-synergy total enterprise value to
adjusted EBITDA (pre-share-based payments) multiple of approximately 8.8
times, with significant benefits expected in the form of cost synergies.
§ The integration is expected to deliver significant run-rate net cost
synergies of approximately $130 million, which are expected to be fully
realized by the end of 2030. The one-off costs to achieve these annual cost
savings are expected to amount to approximately $175 million in aggregate by
the end of 2030.
§ The potential sources of cost synergies are expected to be derived from
selling, general and administrative expenses (approximately 60 per cent) as
well as cost of goods sold (approximately 40 per cent) and will be achieved
from Ingredion and Tate & Lyle's combined businesses through a combination
of:
· procurement savings;
· network flow optimizations;
· logistics & warehousing;
· operating & IT expenses; and
· management & public company cost savings.
§ The Acquisition is expected to be accretive to adjusted EPS by more than 15
per cent. in the first full fiscal year following the Effective Date.
§ The Combined Group will maintain a disciplined capital allocation framework
and will prioritize debt paydown with a commitment to preserving an investment
grade rating. The Combined Group expects pro forma net debt to adjusted EBITDA
to be approximately 3 times at the Effective Date, decreasing to approximately
2.5 times within 18 months post-Effective Date.
Irrevocable undertakings
· Ingredion has received irrevocable undertakings from each of the
Tate & Lyle Directors that hold Tate & Lyle Shares or Tate & Lyle
ADSs to vote (or, where applicable procure the voting) in favour of the Scheme
at the Court Meeting and the Resolutions to be proposed at the General Meeting
(and if Ingredion, with the consent of the Panel and subject to the terms of
the Co-operation Agreement, subsequently structures the Acquisition as an
Offer, to accept any Offer by Ingredion), in respect of a total of 1,186,458
Tate & Lyle Shares (including Tate & Lyle Shares held through Tate
& Lyle ADSs), representing approximately 0.3 per cent. of the existing
issued ordinary share capital of Tate & Lyle as at the Latest Practicable
Date.
· Ingredion has also received an irrevocable undertaking to vote in
favour of the Scheme at the Court Meeting and the Resolutions to be proposed
at the General Meeting (and if Ingredion, with the consent of the Panel and
subject to the terms of the Co-operation Agreement, subsequently structures
the Acquisition as an Offer, to accept any Offer by Ingredion) from Huber
Equity Corporation ("Huber") in respect of a total of 75,000,000 Tate &
Lyle Shares representing, in aggregate, approximately 16.8 per cent. of Tate
& Lyle's existing issued ordinary share capital as at the Latest
Practicable Date.
· Ingredion has therefore received irrevocable undertakings in respect
of a total of 76,186,458 Tate & Lyle Shares (including Tate & Lyle
Shares held through Tate & Lyle ADSs) representing, in aggregate,
approximately 17.1 per cent. of Tate & Lyle's existing ordinary share
capital in issue as at the Latest Practicable Date.
· Further details of these irrevocable undertakings are set out in
Appendix 3 to the full announcement.
Timetable and conditions
· It is intended that the Acquisition will be implemented by way of
the Scheme (although Ingredion reserves the right to effect the Acquisition by
way of an Offer, subject to the consent of the Panel and the terms of the
Co-operation Agreement). The terms of the Acquisition will be put to Tate
& Lyle Shareholders at the Court Meeting and the General Meeting (which is
expected to take place immediately following the Court Meeting). The Meetings
are required to enable Tate & Lyle Shareholders to consider and, if
thought fit, vote in favour of Resolutions to approve the Scheme and its
implementation. In order to become Effective, the Scheme must be approved at
the Court Meeting by a majority in number of Scheme Shareholders, present and
voting (and entitled to vote), whether in person or by proxy, representing 75
per cent. or more in nominal value of the Scheme Shares held by those Scheme
Shareholders. The Scheme also requires the passing of the Resolutions at the
General Meeting. Following the Court Meeting and the General Meeting, the
Scheme must also be sanctioned by the Court. The Scheme is expected to become
Effective during the second half of 2027, subject to the satisfaction or
(where applicable) waiver of the Conditions (in particular the Material
Antitrust Conditions, as highlighted at paragraph 6).
· The entitlement of Tate & Lyle ADS Holders to the Cash
Consideration and Permitted Dividends under the terms of the Acquisition in
respect of the Tate & Lyle Shares underlying their Tate & Lyle ADS
will be determined in accordance with the terms of the Deposit Agreement.
Further details are set out in paragraph 17 of this announcement.
· The Acquisition will be on the terms and subject to the Conditions
set out in Appendix 1 to this announcement and to be set out in the Scheme
Document. The Conditions include, amongst others:
o the approval by a majority in number representing not less than 75 per
cent. in value of the Scheme Shareholders who are on the register of members
of Tate & Lyle (or the relevant class or classes thereof, if applicable)
at the Scheme Voting Record Time, present and voting (and entitled to vote) at
the Court Meeting;
o the passing of all resolutions required to approve and implement the
Scheme by the requisite majority or majorities of Tate & Lyle Shareholders
at the General Meeting;
o the satisfaction or waiver of the Material Antitrust Conditions further
detailed in paragraph 6 of this announcement, to which the attention of
shareholders is specifically drawn, and should be read carefully;
o the sanction of the Scheme by the Court with or without modification (but
subject to any such modification being acceptable to Ingredion and Tate &
Lyle); and
o following the sanction of the Scheme by the Court, the delivery of a copy
of the Scheme Court Order to the Registrar of Companies for registration.
· Full details of the Acquisition will be provided in the Scheme
Document. It is expected that the Scheme Document, containing further
information about the Acquisition and notices of the Meetings, together with
the associated forms of proxy, will be posted to Tate & Lyle Shareholders
as soon as practicable and, in any event, within 28 days of this announcement
(or such later time as Tate & Lyle and Ingredion may agree, with the
consent of the Panel). An expected timetable of key events relating to the
Acquisition will be provided in the Scheme Document.
· Commenting on the Acquisition, David Hearn, Chairman of Tate &
Lyle, said:
"Over the last few years, Tate & Lyle has been successfully repositioned
as a leading global speciality food and beverage solutions business aligned to
growing consumer demand for healthier, more nutritious and sustainable food
and drink. I would like to recognise the exceptional contribution of the team
at Tate & Lyle for their talent, insight and commitment which has been a
key driver of this transformation and the business we have built. Looking
forward, we believe the next chapter with Ingredion will create a business
with even greater potential, greater scale, and increased investment in
innovation in support of customers. The Board of Tate & Lyle believes
Ingredion's offer represents an attractive opportunity for shareholders to
crystallise value in cash, and that it will be an excellent steward of Tate
& Lyle. The Board therefore unanimously recommends Ingredion's offer to
Tate & Lyle shareholders."
· Commenting on the Acquisition, Jim Zallie, Chairman of the Board and
Chief Executive Officer of Ingredion, said:
"Combining Ingredion and Tate & Lyle's complementary portfolios creates a
global leader in ingredient solutions with the expertise and geographic reach
to help shape the future of food. The combined business will be better
positioned to serve customers' needs for the development of great-tasting,
healthier and affordable food products that consumers demand. This compelling
combination will create exciting new possibilities for employees and generate
significant value for all stakeholders."
This summary should be read in conjunction with, and is subject to, the
following full announcement and its Appendices. The Acquisition will be
subject to the Conditions and other terms set out in the full announcement,
including Appendix 1 to the full announcement, and to the full terms and
conditions which will be set out in the Scheme Document. The Conditions to,
and certain further terms of, the Acquisition are set out in Appendix 1 to the
full announcement. The sources and bases of calculation of certain information
contained in this announcement are set out in Appendix 2 to the full
announcement. Details of irrevocable undertakings received by Ingredion are
set out in Appendix 3 to the full announcement. Details of the Tate & Lyle
Statement (which constitutes a profit forecast for purposes of the Takeover
Code) and certain confirmations from the Tate & Lyle Directors in respect
of the Tate & Lyle Statement are set out in Appendix 4. Certain terms used
in this announcement are defined in Appendix 5 to the full announcement.
Investor presentation
Ingredion will host a conference call for investors and analysts on the date
of this Announcement at 7.00 a.m. Central Time/ 1.00 p.m. British Summer Time
to discuss the Acquisition. A live webcast and accompanying presentation will
be available at https://ir.ingredionincorporated.com/events-and-presentations.
No information presented on the conference call or in the accompanying
presentation will form a part of this Announcement.
Enquiries:
Ingredion Incorporated
Noah Weiss, Vice President, Investor Relations and Corporate Communications +1 773 896 5242
J.P. Morgan (Sole Financial Adviser to Ingredion)
Anu Aiyengar +44 (0) 20 3493 8000
+1 212 270 6000
Dwayne Lysaght
Edouard Metrailler
Patrick Gallagher
Brunswick Group (PR Adviser to Ingredion)
Jayne Rosefield +44 20 7404 5959
Dave Carlson +1 312 800 8120
Charles Pretzlik
Ed Brown
David Blackburn
Email: INGREDION@brunswickgroup.com
Tate & Lyle PLC
Investors
Kate Postans, VP Investor Relations +44 (0) 7796 192 688
FTI Consulting (Media)
Nick Hasell +44 (0) 203 727 1340
Alex Le May
Ariadna Peretz
Email: tate@fticonsulting.com
Goldman Sachs International (Lead Financial Adviser to Tate & Lyle)
Anthony Gutman +44 (0) 207 774 1000
Nick Harper
Twisha Priya
Greenhill & Co. International LLP (Lead Financial Adviser to Tate &
Lyle)
Seamus Moorhead +44 (0) 207 198 7400
Charlie Stripp
Charles Gournay
BofA Securities (Joint Financial Adviser and Corporate Broker to Tate &
Lyle)
Ed Peel +44 (0) 207 628 1000
Oliver Elias
Matt Hogg
Citigroup Global Markets Limited (Joint Financial Adviser and Corporate Broker
to Tate & Lyle)
Andrew Seaton +44 (0) 207 986 0000
Robert Way
Christopher Wren
Hogan Lovells is acting as legal adviser to Ingredion. Linklaters LLP is
acting as legal adviser to Tate & Lyle.
Inside Information
This announcement contains inside information as defined in the Market Abuse
Regulation. Upon the publication of this announcement via a Regulatory
Information Service, such inside information will be considered to be in the
public domain.
Important notices relating to financial advisers and nominated adviser
J.P. Morgan Securities LLC, together with its affiliate J.P. Morgan Securities
plc (which conducts its UK investment banking business as J.P. Morgan Cazenove
and which is authorised in the United Kingdom by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the PRA and the
FCA) (together "J.P. Morgan"), is acting exclusively for Ingredion and for
no-one else in connection with the Acquisition and will not regard any other
person as its client in relation to the Acquisition and will not be
responsible to anyone other than Ingredion for providing the protections
afforded to clients of J.P. Morgan, nor for providing advice in relation to
any matter referred to in this announcement.
Goldman Sachs International ("Goldman Sachs"), which is authorised by the
Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United Kingdom, is
acting exclusively for Tate & Lyle and no one else in connection with the
matters referred to in this announcement and will not be responsible to anyone
other than Tate & Lyle for providing the protections afforded to clients
of Goldman Sachs, or for providing advice in connection with the matters
referred to in this announcement.
Greenhill & Co. International LLP ("Greenhill"), an affiliate of Mizuho
Financial Group, Inc., and which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting exclusively for Tate & Lyle and for
no one else in connection with the matters referred to in this announcement
and will not be responsible to anyone other than Tate & Lyle for providing
the protections afforded to clients of Greenhill nor for providing advice in
connection with the matters referred to in this announcement.
Citigroup Global Markets Limited ("Citi"), which is authorised by the
Prudential Regulation Authority and regulated in the UK by the Financial
Conduct Authority and the Prudential Regulation Authority, is acting for Tate
& Lyle and for no one else in connection with the matters described in
this announcement and will not be responsible to anyone other than Tate &
Lyle for providing the protections afforded to clients of Citi nor for
providing advice in connection with the contents of this announcement, or any
other matters referred to in this announcement. Neither Citi nor any of its
affiliates, directors or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, consequential, whether
in contract, in tort, in delict, under statute or otherwise) to any person who
is not a client of Citi in connection with this announcement, any statement
contained herein or otherwise.
Merrill Lynch International ("BofA Securities"), which is authorised by the
Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United Kingdom, is
acting exclusively for Tate & Lyle and for no one else in connection with
matters referred to in this announcement and will not be responsible to anyone
other than Tate & Lyle for providing the protections afforded to its
clients or for providing advice in relation to the matters referred to in this
announcement.
In accordance with the Takeover Code, normal United Kingdom market practice
and Rule 14e-5(b) of the US Exchange Act, Goldman Sachs, Greenhill, Citi, BofA
Securities and their affiliates will continue to act as exempt principal
traders in Tate & Lyle Shares on the London Stock Exchange. These
purchases and activities by exempt principal traders which are required to be
made public in the United Kingdom pursuant to the Takeover Code will be
reported to a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com. This information
will also be publicly disclosed in the United States to the extent that such
information is made public in the United Kingdom.
Further information
This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or inducement to sell or an
invitation to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities or the solicitation of an offer to buy any
securities, any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise. The Acquisition will be made and implemented solely
pursuant to the terms of the Scheme Document (or, if the Acquisition is
implemented by way of an Offer, the Offer Document), which will contain the
full terms and conditions of the Acquisition, including details of what action
is required from Tate & Lyle Shareholders and Tate & Lyle ADS Holders
in respect of the Acquisition. Any decision in respect of, or other response
to, the Acquisition should be made only on the basis of the information in the
Scheme Document (or, if the Acquisition is implemented by way of an Offer, the
Offer Document).
Tate & Lyle and Ingredion shall prepare the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the Offer Document) to be
distributed to Tate & Lyle Shareholders. Tate & Lyle and Ingredion
urge Tate & Lyle Shareholders to read the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the Offer Document) in its
entirety when it becomes available because it will contain important
information relating to the Acquisition.
This announcement does not constitute a prospectus or prospectus equivalent
document.
Ingredion reserves the right to elect to implement the Acquisition by way of
an Offer as an alternative to the Scheme (with the consent of the Panel and
subject to the terms of the Co-operation Agreement). In such event, the
Acquisition would be implemented on substantially the same terms, so far as
applicable, as those which will apply to the Scheme, subject to appropriate
amendments to reflect, among other things, the change in method of effecting
the Acquisition (including without limitation those required by, or deemed
appropriate by, Ingredion under applicable law, including US securities law).
Further, if sufficient acceptances of such Offer are received and/or
sufficient Tate & Lyle Shares are otherwise acquired, it is the intention
of Ingredion to apply the provisions of the Companies Act 2006 to acquire
compulsorily any outstanding Tate & Lyle Shares to which such offer
relates.
Overseas Shareholders
This announcement has been prepared in accordance with and for the purpose of
complying with the laws of England and Wales, the Takeover Code, the Market
Abuse Regulation and the Disclosure Guidance and Transparency Rules and
information disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws
of jurisdictions outside England.
The release, publication or distribution of this announcement in or into
jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves of, and observe, any
applicable requirements of their jurisdictions.
The availability of the Acquisition to Tate & Lyle Shareholders who are
not resident in and citizens of the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in and citizens of the United Kingdom
should inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdictions. In particular, the ability of persons who
are not resident in and citizens of the United Kingdom to vote their Tate
& Lyle Shares with respect to the Scheme at the Court Meeting, or to
execute and deliver forms of proxy appointing another person to vote at the
Court Meeting on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. Any failure to comply with the
applicable restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Acquisition disclaim any responsibility
or liability for the violation of such restrictions by any person.
Unless otherwise determined by Ingredion or required by the Takeover Code, and
permitted by applicable law and regulation, participation in the Acquisition
will not be made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction and no person may vote in favour of the Acquisition by any such
use, means, instrumentality or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Accordingly, copies of this announcement and any formal
documentation relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction and persons receiving this
announcement and all such documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send them in, into or from any Restricted Jurisdiction where to
do so would violate the laws in that jurisdiction. Doing so may render invalid
any related purported vote in respect of the Acquisition. If the Acquisition
is implemented by way of an Offer (unless otherwise permitted by applicable
law and regulation), the Offer may not be made directly or indirectly, in or
into, or by the use of mails or any means or instrumentality (including, but
not limited to, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility of, a
national, state or other securities exchange of any Restricted Jurisdiction
and the Offer shall not be capable of acceptance by any such use, means,
instrumentality or facilities.
Further details in relation to Overseas Shareholders will be contained in the
Scheme Document.
Notice to US Tate & Lyle Shareholders and Tate & Lyle ADS Holders
Tate & Lyle Shareholders in the United States and Tate & Lyle ADS
Holders should note that the Acquisition relates to the shares of a company
incorporated in England and Wales listed on the Main Market of the London
Stock Exchange and is proposed to be made by means of a scheme of arrangement
provided for under, and governed by, the laws of England and Wales.
A transaction effected by means of a scheme of arrangement is not subject to
the US tender offer rules or the proxy solicitation rules under the US
Exchange Act. Accordingly, the Scheme will be subject to the disclosure and
procedural requirements and practices applicable in the United Kingdom to
schemes of arrangement, which differ from the disclosure requirements of the
US tender offer and proxy solicitation rules. In addition, Tate & Lyle
Shareholders in the United States and Tate & Lyle ADS Holders should be
aware that this document has been prepared in accordance with UK format and
style, which differs from US format and style.
If, in the future, Ingredion exercises the right to implement the Acquisition
by way of an Offer (subject to the consent of the Panel and the terms of the
Co-operation Agreement) and determines to extend the offer into the United
States, such Offer will be made in compliance with all applicable United
States laws and regulations, including any applicable exemptions under the US
Exchange Act. Such an Offer would be made in the United States by Ingredion
and no one else.
In accordance with normal United Kingdom practice and consistent with Rule
14e-5 under the US Exchange Act, Ingredion, certain of its affiliated
companies and the nominees or brokers (acting as agents) of Ingredion and/or
such affiliated companies may from time to time make certain purchases of, or
arrangements to purchase, Tate & Lyle Shares outside such Offer during the
period in which such Offer would remain open for acceptance. If such purchases
or arrangements to purchase were to be made they would be made outside the
United States either in the open market at prevailing prices or in private
transactions at negotiated prices and would comply with applicable law,
including, to the extent applicable, the US Exchange Act. Any information
about such purchases would be disclosed as required in the United Kingdom,
would be reported to a Regulatory Information Service and would be available
on the London Stock Exchange website at www.londonstockexchange.com.
The financial information relating to Tate & Lyle included in this
announcement and the Scheme Document (or, if the Acquisition is implemented by
way of an Offer, the Offer Document) has been or will have been prepared in
accordance with accounting standards applicable in the United Kingdom and thus
may not be comparable to the financial information of US companies or
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the United States ("US GAAP"). US GAAP
differs in certain respects from accounting standards applicable in the United
Kingdom. None of the financial information in this announcement has been
audited in accordance with auditing standards generally accepted in the United
States or the auditing standards of the Public Company Accounting Oversight
Board (United States).
The receipt of consideration by a US Tate & Lyle Shareholder or a US Tate
& Lyle ADS Holder for the transfer of its Tate & Lyle Shares or Tate
& Lyle ADSs, as applicable, pursuant to the Acquisition may be a taxable
transaction for US federal income tax purposes and under applicable US state
and local, as well as non-US and other, tax laws. Each Tate & Lyle
Shareholder and Tate & Lyle ADS Holder is urged to consult their
independent professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them, including under applicable US federal,
state and local, as well as non-US and other, tax laws.
It may be difficult for US holders of Tate & Lyle Shares and Tate &
Lyle ADS Holders to enforce their rights and any claim arising out of the US
federal securities laws or to enforce against Tate & Lyle a judgment of a
US court predicated upon the securities laws of the United Kingdom, since Tate
& Lyle is incorporated in a non-US jurisdiction, and some of Tate &
Lyle's officers and directors are residents of countries other than the United
States. US holders of Tate & Lyle Shares and Tate & Lyle ADS Holders
may not be able to sue a non-US company or its officers or directors in a
non-US court for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject themselves
to a US court's jurisdiction or judgement.
Neither the United States Securities and Exchange Commission (the "SEC") nor
any securities supervisory authority of any state or other jurisdiction in the
United States has approved or disapproved the Scheme or reviewed it for its
fairness, nor have the contents of this announcement been reviewed for
accuracy, completeness or fairness by the SEC or any securities supervisory
authority in the United States. Any representation to the contrary is a
criminal offence in the United States.
Cautionary note regarding forward-looking statements
This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Ingredion and Tate & Lyle contain certain
statements which are, or may be deemed to be, "forward-looking statements".
Forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of Ingredion and/or Tate & Lyle (as the case may be) about
future events, and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements.
These forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "hope", "aims", "continue", "will",
"may", "should", "would", "could", or other words of similar meaning or
derivatives thereof. These statements are based on assumptions and assessments
made by Tate & Lyle and/or Ingredion in light of their experience and
their perception of historical trends, current conditions, future developments
and other factors they believe appropriate. By their nature, forward-looking
statements involve known and unknown risk and uncertainty, because they relate
to events and depend on circumstances that will occur in the future and the
factors described in the context of such forward-looking statements in this
announcement could cause actual results, performance or developments to differ
materially from those expressed in or implied by such forward-looking
statements. The factors that could cause actual results to differ materially
from those described in the forward-looking statements, include, but are not
limited to: the ability to complete the Acquisition, the ability to obtain
requisite regulatory and shareholder approvals and the satisfaction of other
Conditions on the proposed terms, changes in the global, political, economic,
business or competitive environments and in market and regulatory forces,
changes in financial regulatory matters, changes in future exchange and
interest rates, changes in tax rates and future business combinations or
dispositions.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and you are therefore cautioned
not to place undue reliance on these forward-looking statements, which speak
only as at the date of this announcement. Neither Tate & Lyle nor
Ingredion assumes any obligation to update or correct the information
contained in this announcement (whether as a result of new information, future
events or otherwise), except as required by applicable law.
Dealing and opening position disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. or more of any class of relevant securities of an offeree company or of
any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company; and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the 10(th) business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10(th) business day following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company; and (ii) any securities exchange offeror(s),
save to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 p.m. (London time) on the business day following
the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
and other documents required to be published under Rule 26 of the Takeover
Code will be made available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on Tate & Lyle's website at
www.tateandlyle.com and Ingredion's website at www.ingredion.com by no later
than 12 noon (London time) on the first Business Day following the date of
this announcement. For the avoidance of doubt, neither the contents of these
websites nor any website accessible from hyperlinks is incorporated into or
forms part of this announcement.
No profit forecasts, profit estimates or quantified benefits statements
The Tate & Lyle Statement set out in paragraph 9 and Appendix 4 is a
profit forecast for the purposes of Rule 28 of the Takeover Code. The Tate
& Lyle Statement (and the assumptions and basis of preparation of the Tate
& Lyle Statement, as well as the relevant confirmations from the Tate
& Lyle Directors) as required by Rule 28.1 of the Takeover Code is set out
in Appendix 4 of this announcement.
Save for the Tate & Lyle Statement set out in paragraph 9 and Appendix 4,
no statement in this announcement is intended to constitute a profit forecast,
profit estimate or quantified benefits statement for any period and no
statement in this announcement should be interpreted to mean that the earnings
or future earnings per share of, or dividends or future dividends per share
of, Tate & Lyle or Ingredion for the current or future financial years
will necessarily match or exceed the historical published earnings or earnings
per share or dividends per share of Tate & Lyle or Ingredion.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Tate & Lyle
Shareholders and persons with information rights and participants in Tate
& Lyle Share Plans may request a hard copy of this announcement by
contacting Tate & Lyle's registrars, Equiniti, by writing to them at
Highdown House, Yeoman Way, Worthing, West Sussex BN99 6DA or by calling them
on 0371 384 2063 (for UK calls) or +44 (0) 371 384 2063 (for calls outside the
UK) during business hours (9.30 a.m. to 5.30 p.m. (London time) Monday to
Friday excluding public holidays in England and Wales). Calls are charged at
the standard geographical rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international rate. Please
note that Equiniti cannot provide any financial, legal or tax advice and calls
may be recorded and monitored for security and training purposes. For persons
who receive a copy of this announcement in electronic form or via a website
notification, a hard copy of this announcement will not be sent unless so
requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain other
information provided by Tate & Lyle Shareholders, persons with information
rights and other relevant persons for the receipt of communications from Tate
& Lyle may be provided to Ingredion during the Offer Period as required
under Section 4 of Appendix 4 of the Takeover Code to comply with Rule
2.11(c).
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
General
If the Acquisition is effected by way of an Offer, and such an Offer becomes
or is declared unconditional in all respects and sufficient acceptances are
received, Ingredion intends to exercise its rights to apply the provisions of
Chapter 3 of Part 28 of the Companies Act 2006 so as to acquire compulsorily
the remaining Tate & Lyle Shares in respect of which the Offer has not
been accepted.
Investors should be aware that Ingredion may purchase Tate & Lyle Shares
otherwise than under any Offer or the Scheme, including pursuant to privately
negotiated purchases.
If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, Tate & Lyle confirms
that, as at 5 June 2026 (being the Latest Practicable Date), it had in issue
445,450,004 ordinary shares of 29 1/6 pence each (excluding shares held in
treasury). The ISIN for the ordinary shares is GB00BP92CJ43.
Tate & Lyle has a sponsored American Depositary Receipts programme for
which Citi acts as the Tate & Lyle Depositary. One Tate & Lyle ADS
represents four Tate & Lyle Shares. The Tate & Lyle ADSs are evidenced
by the Tate & Lyle ADRs, which trade on the OTCQX platform. The trading
symbol for these securities is TATYY and the ISIN is US8765707067.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
8 June 2026
Recommended Cash Acquisition
of
Tate & Lyle PLC ("Tate & Lyle")
by
Ingredion Incorporated ("Ingredion")
to be effected by means of a scheme of arrangement under Part 26 of the
Companies Act 2006
1. Introduction
The boards of Ingredion and Tate & Lyle are pleased to announce that they
have reached agreement on the terms and conditions of a recommended cash offer
by Ingredion for the entire issued and to be issued ordinary share capital of
Tate & Lyle (the "Acquisition"). The Acquisition is to be effected by
means of a scheme of arrangement under Part 26 of the Companies Act 2006.
2. The Acquisition
Under the terms of the Acquisition, Tate & Lyle Shareholders will be
entitled to receive in aggregate:
· 595 pence in cash per Tate & Lyle Share (the "Cash
Consideration"); plus
· a final dividend in relation to the financial year ended 31 March
2026 of no greater than 13.2 pence per ordinary Tate & Lyle Share (the
"2026 Final Dividend"); plus
· an interim dividend in relation to the six-month period ended 30
September 2026 of no greater than 6.8 pence per ordinary Tate & Lyle Share
(the "2027 Interim Dividend" and together with the 2026 Final Dividend, the
"Permitted Dividends").
The Cash Consideration values the entire issued and to be issued share capital
of Tate & Lyle at approximately £2.7 billion ($3.6 billion) on a fully
diluted basis, with an implied enterprise value of £3.7 billion ($5.0
billion), and represents a premium of approximately:
· 58.7 per cent. to the closing share price of Tate & Lyle Shares
on 13 May 2026 (being the last Business Day prior to the start of the Offer
Period) (the "Undisturbed Date");
· 65.2 per cent. to the volume-weighted average price of Tate &
Lyle Shares for the three months ended on the Undisturbed Date; and
· 61.6 per cent. to the volume-weighted average price of Tate &
Lyle Shares for the six months ended on the Undisturbed Date.
The total value of the Cash Consideration and Permitted Dividends of up to 615
pence per Tate & Lyle Share represents a headline offer premium of
approximately:
· 64.0 per cent. to the closing share price of Tate & Lyle Shares
on the Undisturbed Date;
· 70.8 per cent. to the volume-weighted average price of Tate &
Lyle Shares in the three months ended on the Undisturbed Date; and
· 67.0 per cent. to the volume-weighted average price of Tate &
Lyle Shares in the six months ended on the Undisturbed Date.
The Cash Consideration and Permitted Dividends (assuming the Permitted
Dividends are declared and paid in full) together value the entire issued and
to be issued share capital of Tate & Lyle at approximately £2.8 billion
on a fully diluted basis with an implied enterprise value of £3.8 billion.
The Permitted Dividends will be paid (subject to the approval of the Tate
& Lyle Directors and, in the case of the 2026 Final Dividend, the
requisite approval of Tate & Lyle Shareholders) in line with Tate &
Lyle's ordinary course 2026 and 2027 financial year dividend calendars, in
each case without any reduction in the Cash Consideration payable under the
Acquisition. If, on or after the date of this announcement and before the
Effective Date, any dividend and/or other distribution and/or other return of
capital (other than the Permitted Dividends) is declared, made or paid or
becomes payable in respect of Tate & Lyle Shares, Ingredion reserves the
right to reduce the Cash Consideration by an amount up to the amount of such
dividend and/or distribution and/or return of capital, in which case any
reference in this announcement to the Cash Consideration will be deemed to be
a reference to the Cash Consideration as so reduced. Any exercise by Ingredion
of its rights referred to in this paragraph shall be the subject of an
announcement and, for the avoidance of doubt, shall not be regarded as
constituting any revision or variation of the terms of the Scheme.
The Tate & Lyle Directors unanimously intend to recommend the Acquisition.
Irrevocable undertakings to vote in favour of the Scheme (and if Ingredion,
subject to the consent of the Panel and terms of the Co-operation Agreement,
subsequently structures the Acquisition as an Offer, to accept any Offer by
Ingredion) have been received in respect of an aggregate of 76,186,458 Tate
& Lyle Shares (including Tate & Lyle Shares held through Tate &
Lyle ADSs), representing approximately 17.1 per cent. of the existing issued
ordinary share capital of Tate & Lyle as at 5 June 2026 (being the last
Business Day prior to the date of this announcement) ("Latest Practicable
Date").
Intended implementation
It is intended that the Acquisition will be implemented by way of a Scheme
(although Ingredion reserves the right to effect the Acquisition by way of an
Offer, subject to the consent of the Panel and the terms of the Co-operation
Agreement). The Conditions to the Acquisition (including the Material
Antitrust Conditions highlighted at paragraph 6) are set out in full in
Appendix 1 to this announcement.
The Tate & Lyle Shares will be acquired pursuant to the Acquisition fully
paid and free from all liens, charges, equities, encumbrances, rights of
pre-emption and any other interest of any nature whatsoever and together with
all rights attaching thereto, including without limitation voting rights and
the rights to receive and retain in full all dividends and distributions (if
any) announced, declared, made or paid with a record date on or after the
Scheme Record Time (other than the Permitted Dividends).
3. Recommendation of the Tate & Lyle Directors
The Tate & Lyle Directors, who have been so advised by Goldman Sachs and
Greenhill as to the financial terms of the Acquisition, consider the terms of
the Acquisition to be fair and reasonable. In providing advice to the Tate
& Lyle Directors, Goldman Sachs and Greenhill have taken into account the
commercial assessments of the Tate & Lyle Directors. Goldman Sachs and
Greenhill are providing independent financial advice to the Tate & Lyle
Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the Tate & Lyle Directors intend to recommend unanimously
that Tate & Lyle Shareholders vote in favour of the Scheme at the Court
Meeting and the Resolutions to be proposed at the General Meeting (and if
Ingredion, with the consent of the Panel and subject to the terms of the
Co-operation Agreement, subsequently structures the Acquisition as an Offer,
to accept any Offer by Ingredion) as the Tate & Lyle Directors who hold
Tate & Lyle Shares or Tate & Lyle ADSs have irrevocably undertaken to
do in respect of their own beneficial holdings (and the beneficial holdings of
their close relatives and related trusts), being, in aggregate, 1,186,458 Tate
& Lyle Shares (including Tate & Lyle Shares held through Tate &
Lyle ADSs), representing approximately 0.3 per cent. of the existing issued
ordinary share capital of Tate & Lyle, as at the Latest Practicable Date.
4. Background to and reasons for the Recommendation of Tate & Lyle Directors
Tate & Lyle today and its strategic transformation
Tate & Lyle is a speciality food and beverage solutions business. Powered
by over 165-years of science and ingredient innovation, Tate & Lyle
partners with customers to meet growing consumer demand for healthier, more
nutritious and sustainable food and drink. Through its leading expertise in
sweetening, mouthfeel and fortification, Tate & Lyle develops ingredients
and solutions which reduce sugar, calories and fat, and add fibre and protein
to food and drink, across categories including beverage, dairy, bakery and
snacks, and soups, sauces, and dressings. Tate & Lyle's purpose is
Transforming Lives through the Science of Food. By living its purpose, and
through its broad product portfolio, solutions expertise and deep
understanding of the global food and beverage market; Tate & Lyle helps to
address key societal challenges such as obesity, diabetes, nutritional
deficiency and the impact of climate change.
In recent years, Tate & Lyle has successfully completed a major strategic
and structural transformation. Through two transactions completed in April
2022 and June 2024, Tate & Lyle sold its Primary Products ("Primient")
commodity business in the Americas to KPS Capital Partners, LLP. Tate &
Lyle then acquired CP Kelco, a leading global provider of pectin and
speciality gums in November 2024 to create a leader across its sweetening,
mouthfeel and fortification platforms with a unique product portfolio and
enhanced formulation capabilities significantly increasing Tate & Lyle's
ability to be a solutions partner of choice for its customers. Together, the
Primient disposal followed by the CP Kelco acquisition, transformed Tate &
Lyle into a growth-focused leading and differentiated speciality food and
beverage solutions business, directly aligned with attractive structural and
growing consumer trends for healthier, more nutritious and sustainable food
and drink. Following this strategic transformation, Tate & Lyle now has
around 5,000 employees working in 75 locations in 37 countries, serving
customers in more than 120 countries.
In July 2025, having successfully completed its strategic transformation, Tate
& Lyle presented an updated medium-term strategic roadmap, aiming to
accelerate growth through the powerful combination of its enlarged portfolio,
and deliver attractive returns to shareholders. Tate & Lyle outlined a
medium-term financial algorithm, targeting 4-6 per cent. organic revenue
growth, Adjusted EBITDA growth ahead of Revenue, and Adjusted EPS growth ahead
of Adjusted EBITDA, while maintaining free cash flow conversion greater than
75 per cent., and maintaining a strong balance sheet, targeting net debt to
EBITDA of 1.0x to 2.5x.
Outlook for Tate & Lyle
Despite the strong, fundamental long-term growth drivers for the ingredients
sector, over the last year the operating environment for ingredients companies
and their customers has deteriorated, with consumer sentiment weakening across
all major regions. Amid slowing near-term growth, Tate & Lyle and several
listed Ingredients and CPG companies across the food and beverage sector have
lowered guidance and expectations for near-term future performance.
In October 2025, Tate & Lyle outlined the impact of this slowing demand in
the North American and European markets on Tate & Lyle Group revenue and
earnings growth. At the end of a financial year which featured a number of
challenges including softer market demand than anticipated, an increasingly
complex geopolitical landscape and the integration of two large global
businesses, Tate & Lyle delivered 3 per cent. revenue decline and 3 per
cent. pro forma Adjusted EBITDA decline for the year ended 31 March 2026, in
line with expectations (as outlined in October 2025). During its 2026
financial year, Tate & Lyle delivered over $50 million of productivity
savings and increased the target for its 5-year productivity programme by a
further $50 million to deliver $200 million of savings by the end of the 2028
financial year. The Tate & Lyle Group also met its CP Kelco combination
$50 million annualised run-rate synergy target a year ahead of plan as it
completed the integration of the CP Kelco business and began to illustrate the
power of the combination by driving increased levels of customer traction and
an enlarged new business pipeline.
Given the continued challenging economic backdrop and muted market demand, the
near-term priorities for Tate & Lyle are to drive volume-led growth and
strengthen financial performance through four priority actions focused on: (i)
targeted investments to accelerate customer wins; (ii) delivering the full
benefits of the CP Kelco combination; (iii) accelerating productivity across
the enlarged Tate & Lyle Group; and (iv) continued balance sheet focus
aligned with clear capital allocation priorities.
As announced in the Tate & Lyle FY26 Financial Results, Tate & Lyle
expects to deliver for the year ending 31 March 2027 (on a constant currency
basis), modest revenue growth underpinned by volume growth, weighted to the
second half, and broadly flat EBITDA before the c.$20 million impact of the
rescheduling of the consolidation of bio-gums capacity. Tate & Lyle's
outlook assumes a limited impact from the conflict in the Middle East, and it
is taking actions to mitigate cost inflation through a range of initiatives
including procurement activities, operational discipline and pricing action.
The Tate & Lyle Board remains fully confident in the ongoing execution of
its strategic plan and that its successful delivery through volume-led growth
and strengthened financial performance will create value for the Tate &
Lyle Shareholders over time. However, the financial performance in the 2026
financial year was disappointing and, while actions are being taken with
urgency to return the business to top-line growth, the continuation of the
current challenging market environment creates risks and uncertainties in the
timing of delivery of Tate & Lyle's financial algorithm.
Proposal from Ingredion and considerations in respect of the Acquisition
The Tate & Lyle Board was not seeking and did not solicit an offer for
Tate & Lyle, though it regularly considers all options for driving and
improving shareholder value. The initial unsolicited proposal received from
Ingredion at 530 pence per Tate & Lyle Share (at a consideration
comprising 80 per cent. cash and 20 per cent. shares of Ingredion) was not at
a level which the Tate & Lyle Board felt reflected an appropriate
valuation of Tate & Lyle and its future prospects. Following four further
proposals from Ingredion, the Board negotiated a proposal which delivers total
value of up to 615 pence per Tate & Lyle Share in cash to Tate & Lyle
Shareholders comprising cash consideration of 595 pence per Tate & Lyle
Share, a final dividend for the financial year to 31 March 2026 of up to 13.2
pence per Tate & Lyle Share and an interim dividend for the six months to
30 September 2026 of up to 6.8 pence per Tate & Lyle Share. The Tate &
Lyle Directors felt that this proposal from Ingredion required more detailed
consideration.
In considering the financial terms of the Acquisition and determining whether
they reflect an appropriate valuation of Tate & Lyle and its future
prospects, the Tate & Lyle Board took into account several factors
including that:
o the Acquisition reflects the strength of Tate & Lyle's business and
its future prospects, and provides an opportunity for Tate & Lyle
Shareholders to crystallise, in cash, the value of their investments at a fair
and reasonable value;
o the total value of up to 615 pence per Tate & Lyle Share represents an
attractive premium of:
§ 64.0 per cent. to the Closing Price of Tate & Lyle Shares on the
Undisturbed Date;
§ 70.8 per cent. to the volume-weighted average price of Tate & Lyle
Shares in the three months ended on the Undisturbed Date; and
§ 67.0 per cent. to the volume-weighted average price of Tate & Lyle
Shares in the six months ended on the Undisturbed Date;
o the Cash Consideration and Permitted Dividends (assuming the Permitted
Dividends are declared and paid in full) implies an enterprise value of
approximately 9.1 times Tate & Lyle's Adjusted EBITDA for the 12 months
ended 31 March 2026;
o the certainty of the Acquisition should be weighed against the inherent
uncertainty of the delivery of future value that exists in the business,
particularly in the near-term, given the current uncertainty in the global
macroeconomic environment, suppressed consumer sentiment and the markets in
which Tate & Lyle operates; and
o the Acquisition is expected to deliver more risk-adjusted near-term value
to Tate & Lyle Shareholders than other strategic options considered by the
Tate & Lyle Board.
Accordingly, while the Tate & Lyle Board remains confident in its ability
to deliver attractive value for the Tate & Lyle Shareholders over the
medium to long term, the Tate & Lyle Directors believe that the financial
terms of the Acquisition represent an attractive opportunity for Tate &
Lyle Shareholders to realise a certain cash value for their investment on
completion of the Acquisition relative to the risks inherent in the execution
of Tate & Lyle's strategy.
The Tate & Lyle Board has also carefully considered the execution
certainty associated with the Acquisition. The commitments provided by
Ingredion to satisfy the regulatory Conditions, including the undertaking to
take all necessary steps to satisfy the regulatory Conditions as soon as
reasonably practicable and in sufficient time to enable completion to occur at
least three months prior to the Long Stop Date, subject only to the Regulatory
Undertaking Carve-out, were important considerations in the Tate & Lyle
Board's assessment of the Acquisition and its decision to recommend the
Acquisition to the Tate & Lyle Shareholders.
In considering the Acquisition, the Tate & Lyle Board has taken into
account Ingredion's stated intentions for the business and all its
stakeholders, including its employees, customers, and broader network of
stakeholders.
Following careful consideration of the financial terms of the Acquisition and
the commitments made by Ingredion to manage transaction execution risks, the
combination of value and certainty that the terms of the Acquisition provide
to Tate & Lyle Shareholders, and the above factors, the Tate & Lyle
Directors intend to unanimously recommend that Tate & Lyle Shareholders
vote in favour of the Scheme at the Court Meeting and the Resolutions to be
proposed at the General Meeting, as the Tate & Lyle Directors who hold
Tate & Lyle Shares or Tate & Lyle ADSs (and those of their spouse,
minor children and/or related trusts (if applicable)), amounting in aggregate
to 1,186,458 Tate & Lyle Shares (including Tate & Lyle Shares held
through Tate & Lyle ADSs) representing approximately 0.3 per cent. of the
issued share capital of Tate & Lyle as at the Latest Practicable Date.
5. Background to and reasons for the Acquisition
Ingredion believes that the Acquisition of Tate & Lyle represents a
compelling opportunity to accelerate its customer solutions-led growth
strategy to create a scaled specialty ingredients platform.
The combination would bring together complementary portfolios, technical
expertise and geographic networks. Together, Ingredion and Tate & Lyle
would be better placed to help customers address growing consumer demand for
food and beverage products that are affordable, nutritious and high-quality.
The combination also brings together a broader portfolio of specialty non-food
ingredients for customers in the paper making, pharmaceutical, personal, and
home care segments.
The Acquisition offers strategic, operational and financial benefits, that
include:
o Bolstering Ingredion's portfolio and creating significant strategic growth
opportunities
§ Broadens Ingredion's specialty ingredients platform across texturants,
sugar reduction, and fortification.
§ Adds complementary capabilities for multi-ingredient systems and recipe
development.
§ Expands Ingredion's ability to address customer needs across a wider range
of end use categories and applications.
o Creating a complementary and differentiated portfolio for texture and sugar
reduction
§ Combines Ingredion's texture and sugar reduction capabilities with Tate
& Lyle's expertise in mouthfeel, sweetening, and fortification.
§ Positions the Combined Group to better help customers address growing
consumer demand for food and beverage products that are safe, high quality,
affordable, great tasting, and healthier.
o Diversifying Ingredion's global platform with critical scale in North
America, Europe and Emerging Markets
§ Brings together complementary geographic supply networks across the
Americas, Europe, the Middle East and Africa, and Asia Pacific.
§ Delivers faster, more reliable and cost-effective ingredients and solutions
for customers and consumers worldwide.
§ Enhances local market insights to better anticipate regional customer needs
and consumer preferences.
o Delivering solutions for diverse consumer needs across the value chain
§ Combines applications expertise, customer-led formulation capabilities and
expanded customer centric data insights to deliver more integrated,
higher-value ingredient solutions at an affordable price for end consumers.
§ Enables closer partnership with customers - from concept development
through to commercialization - by building cost-effective bespoke ingredient
solutions to meet customer needs, and by deepening Ingredion's innovation and
formulation capabilities while accelerating and optimizing speed-to-market.
o Enhancing IP and technological capabilities to drive innovation
§ Unifies two respected brand names with more than a century of history, each
known for innovation, quality, service, and trust in the ingredients space.
§ Combines complementary IP, technology, talent and applications capabilities
to support faster innovation and next-generation ingredient systems
development.
§ Enhances the ability to develop systems-based solutions across mouthfeel,
sweetening, and fortification, including solutions that support healthier
product offerings.
o Delivering significant financial benefits and value creation under a
prudent financial structure
§ The Combined Group would represent approximately $9.9 billion of revenue,
adjusted EBITDA of $1.8 billion, and have significantly improved free cash
flow conversion.
§ The Cash Consideration implies a pre-synergy total enterprise value to
adjusted EBITDA (pre-share-based payments) multiple of approximately 8.8
times, with significant benefits expected in the form of cost synergies.
§ The integration is expected to deliver significant run-rate net cost
synergies of approximately $130 million, which are expected to be fully
realized by the end of 2030. The one-off costs to achieve these annual cost
savings are expected to amount to approximately $175 million in aggregate by
the end of 2030.
§ The potential sources of cost synergies are expected to be derived from
selling, general and administrative expenses (approximately 60 per cent) as
well as cost of goods sold (approximately 40 per cent) and will be achieved
from Ingredion and Tate & Lyle's combined businesses through a combination
of:
· procurement savings;
· network flow optimizations;
· logistics & warehousing;
· operating & IT expenses; and
· management & public company cost savings.
§ The Acquisition is expected to be accretive to adjusted EPS by more than 15
per cent. in the first full fiscal year following the Effective Date.
§ The Combined Group will maintain a disciplined capital allocation framework
and will prioritize debt paydown with a commitment to preserving an investment
grade rating. The Combined Group expects pro forma net debt to adjusted EBITDA
to be approximately 3 times at the Effective Date, decreasing to approximately
2.5 times within 18 months post-Effective Date.
6. Conditions to the Acquisition
The Acquisition will be on the terms and subject to the Conditions set out in
Appendix 1 to this announcement and to the full terms and conditions to be set
out in the Scheme Document. The Conditions include, amongst others:
(a) the approval by a majority in number representing not less
than 75 per cent. in value of the Scheme Shareholders who are on the register
of members of Tate & Lyle (or the relevant class or classes thereof, if
applicable) at the Scheme Voting Record Time, present and voting (and entitled
to vote) at the Court Meeting;
(b) the passing of all resolutions required to approve and
implement the Scheme by the requisite majority or majorities of Tate &
Lyle Shareholders at the General Meeting;
(c) the satisfaction or waiver of the Material Antitrust
Conditions (as detailed further below);
(d) the sanction of the Scheme by the Court with or without
modification (but subject to any such modification being acceptable to
Ingredion and Tate & Lyle); and
(e) following the sanction of the Scheme by the Court, the
delivery of a copy of the Scheme Court Order to the Registrar of Companies for
registration.
Material Antitrust Conditions
The Acquisition is conditional on the Conditions set out in paragraphs 3(a) to
3(l) (inclusive) of Part A of Appendix 1 (the "Material Antitrust
Conditions"), which are of material significance to Ingredion in the context
of the Acquisition and specifically drawn to the attention of Tate & Lyle
Shareholders and Ingredion Shareholders.
The Material Antitrust Conditions have been included following specific
negotiation between Tate & Lyle and Ingredion, and to take account of the
particular circumstances of Tate & Lyle and the Acquisition.
While Tate & Lyle and Ingredion are confident in the approach to secure
approval of the Acquisition by the relevant Regulatory Authorities in
connection with the Material Antitrust Conditions without undertaking any
remedies that are adverse to a material extent to the Ingredion Group taken as
a whole, Ingredion Shareholders and Tate & Lyle Shareholders should note
that, if a Material Antitrust Condition is not satisfied, including if a
relevant Regulatory Authority requires remedies that are adverse to a material
extent to the Ingredion Group taken as a whole, Ingredion intends to seek the
Panel's consent to invoke the relevant Material Antitrust Condition in
accordance with Rule 13.5(a) of the Takeover Code to lapse the Acquisition.
Shareholders should note that Ingredion intends to seek the Panel's consent to
invoke a Material Antitrust Condition, if it would only be satisfied by the
parties undertaking remedies in the form of disposals which are adverse to a
material extent to the Ingredion Group taken as a whole, as the integrity of
the Combined Group's portfolio is an essential part of the strategic and
economic rationale for the Acquisition.
A decision by the Panel on whether to permit Ingredion to invoke a Condition
under Rule 13.5(a) would be judged by the Panel by reference to the facts at
the time that the relevant circumstances arise, including the views of the
Tate & Lyle Board at that time.
7. Information relating to Ingredion
Ingredion is a global provider of ingredient solutions, headquartered in
Westchester, Illinois, USA. Ingredion is listed on the New York Stock Exchange
(NYSE: INGR) with a market capitalisation of approximately $6.3 billion as at
the Latest Practicable Date. For the fiscal year ended 31 December 2025,
Ingredion reported revenue of approximately $7.2 billion.
Ingredion is a globally recognized ingredient solutions provider that
transforms grains, fruits, vegetables and other plant-based materials into
value-added ingredient solutions for the food, beverage, animal nutrition,
brewing and industrial customers.
Ingredion develops, produces and sells a variety of food and beverage
ingredients, primarily starches and sweeteners, for a broad range of
customers. With operations in 22 countries and approximately 11,000 employees,
Ingredion serves customers in nearly 120 countries and across over 60
industries worldwide.
8. Information relating to Tate & Lyle
Tate & Lyle is a global provider of food and beverage ingredients and
solutions, headquartered in London, United Kingdom. Following its acquisition
of CP Kelco in November 2024, Tate & Lyle has established itself as a
leader in sweetening, mouthfeel and fortification. An expert in food and drink
reformulation, Tate & Lyle creates ingredients and solutions which reduce
sugar, calories and fat, and add fibre and protein to food and drink, across
categories including beverage, dairy, bakery and snacks, and soups, sauces,
and dressings. Tate & Lyle employs around 5,000 employees working in 75
locations in 37 countries, serving customers in more than 120 countries.
Tate & Lyle provides a range of ingredient solutions including sweeteners, texturants, dietary fibres and other food ingredients to customers in the food and beverage industries worldwide.
Tate & Lyle is a public limited company registered in England and Wales.
Tate & Lyle Shares are listed on the Official List and admitted to trading
on the Main Market of the London Stock Exchange (LSE: TATE). Tate & Lyle
has a sponsored American Depositary Receipts programme for which Citi acts as
the Tate & Lyle Depositary. One Tate & Lyle ADS represents four Tate
& Lyle Shares. The Tate & Lyle ADSs are evidenced by the Tate &
Lyle ADRs, which trade on the OTCQX platform. The trading symbol for these
securities is TATYY and the ISIN is US8765707067.
9. Tate & Lyle Group FY26 Financial Results
On 21 May 2026, Tate & Lyle announced its financial results for the 12
months ended 31 March 2026 (the "Tate & Lyle FY26 Financial Results"). As
part of that announcement, the following statement (the "Tate & Lyle
Statement") regarding the outlook for the full financial year to 31 March 2027
was included:
"For the year ending 31 March 2027 on a constant currency basis we currently
expect to deliver:
· Modest revenue growth, underpinned by volume growth, weighted to
the second half
· Broadly flat EBITDA before the c.US$20 million impact of the
rescheduling of the consolidation of bio-gums capacity.
Our outlook currently assumes a limited impact from the conflict in the Middle
East, and we are taking actions to mitigate cost inflation through a range of
initiatives including procurement activities, operational discipline and
pricing action."
The Panel has confirmed that the Tate & Lyle Statement constitutes an
ordinary course profit forecast for the purposes of Rule 28.1 of the Takeover
Code, to which the requirements of Rule 28.1(c)(i) of the Takeover Code apply.
Since the Tate & Lyle Statement, Tate & Lyle's financial performance
has been in line with expectations.
In relation to the Tate & Lyle Statement, Appendix 4 sets out the
assumptions and basis of preparation on which the Tate & Lyle Statement is
based and certain confirmations from the Tate & Lyle Directors for the
purposes of Rule 28.1(c) of the Takeover Code.
10. Irrevocable undertakings
In total, Ingredion has procured irrevocable undertakings to vote (or, where
applicable, procure voting) in favour of the Scheme at the Court Meeting and
the Resolutions to be proposed at the General Meeting (and if Ingredion, with
the consent of the Panel and subject to the terms of the Co-operation
Agreement, subsequently structures the Acquisition as an Offer, to accept any
Offer by Ingredion) in respect of, in aggregate, 76,186,458 Tate & Lyle
Shares (including Tate & Lyle Shares held through Tate & Lyle ADSs),
representing approximately 17.1 per cent. of the existing issued ordinary
share capital of Tate & Lyle as at the Latest Practicable Date.
Director Shareholders
Ingredion has received irrevocable undertakings from each of the Tate &
Lyle Directors that hold Tate & Lyle Shares or Tate & Lyle ADSs to
vote (or, where applicable procure the voting) in favour of the Scheme at the
Court Meeting and the Resolutions to be proposed at the General Meeting (and
if Ingredion, with the consent of the Panel and subject to the terms of the
Co-operation Agreement, subsequently structures the Acquisition as an Offer,
to accept any Offer by Ingredion), in respect of a total of 1,186,458 Tate
& Lyle Shares (including Tate & Lyle Shares held through Tate &
Lyle ADSs), representing approximately 0.3 per cent. of the existing issued
ordinary share capital of Tate & Lyle as at the Latest Practicable Date.
The director shareholder irrevocable undertakings will cease to be binding
only if:
(a) Ingredion announces, with the consent of the Panel, and
before the Scheme Document is published, that it does not intend to proceed
with the Acquisition and no new, revised or replacement Scheme is announced by
Ingredion in accordance with Rule 2.7 of the Takeover Code;
(b) the Scheme Document (or offer document, as applicable) is not
published within 28 days of the date of issue of the Rule 2.7 Announcement (or
such later date as the Panel may agree);
(c) the Scheme or Offer (as the case may be) has lapsed or been
withdrawn (this shall not apply where the Scheme lapses or is withdrawn solely
as a result of Ingredion exercising its right to implement the Acquisition by
way of an Offer rather than a Scheme) and no new, revised or replacement
Scheme or Offer has been announced by Ingredion or its affiliates in
accordance with Rule 2.7 of the Takeover Code at the same time; or
(d) any competing offer for the issued and to be issued ordinary
share capital of Tate & Lyle is made which becomes or is declared
unconditional (if implemented by way of an Offer) or otherwise becomes
effective (if implemented by way of a Scheme).
Huber
Ingredion has also received an irrevocable undertaking to vote in favour of
the Scheme at the Court Meeting and the Resolutions to be proposed at the
General Meeting (and if Ingredion, with the consent of the Panel and subject
to the terms of the Co-operation Agreement, subsequently structures the
Acquisition as an Offer, to accept any Offer (provided it is on terms no less
favourable to Tate & Lyle Shareholders than as set out in this
announcement) by Ingredion) from Huber Equity Corporation ("Huber") in respect
of a total of 75,000,000 Tate & Lyle Shares (the "Huber Shares")
representing, in aggregate, approximately 16.8 per cent. of Tate & Lyle's
existing issued ordinary share capital as at the Latest Practicable Date.
Notwithstanding its obligations under the irrevocable undertaking, following
the earlier of: (i) the date that the 2027 Interim Dividend is received by
Huber; and (ii) 1 February 2027, Huber shall have the right (but not the
obligation) to sell or otherwise transfer up to 100 per cent. of the Huber
Shares (in one or a series of trades), provided that: (i) the Court Meeting
and the General Meeting have each concluded; and (ii) Huber shall not sell or
dispose of Huber Shares comprising more than 2 per cent. in aggregate of the
Tate & Lyle Shares to any person(s) (or any person acting in concert with
such person(s)) without the consent of J.P. Morgan, who may withhold such
consent if, in its opinion, the proposed transfer is to an actual or potential
competing bidder for Tate & Lyle.
All of Huber's obligations in respect of the irrevocable undertakings given to
Ingredion shall terminate and be of no further effect if (amongst other
circumstances) a competing firm offer under Rule 2.7 of the Takeover Code is
announced in respect of the Tate & Lyle Shares which exceeds the aggregate
value per Tate & Lyle Share of the Cash Consideration plus the Permitted
Dividends by 10 per cent. or more.
Further details of all irrevocable undertakings (including the circumstances
in which they cease to be binding) are set out in Appendix 3 to this
announcement.
11. Financing of the Acquisition
In order to enable J.P. Morgan to give the confirmation referred to in Rule
2.7(d) of the Takeover Code, the Bridge Facility has been entered into,
pursuant to which a $4,225,000,000 bridge facility is available to Ingredion
which may be drawn on to finance the cash consideration payable pursuant to
the Acquisition and to pay fees, costs and expenses in connection with the
Bridge Facility, the Acquisition and related transactions and, to the extent
not first used for those purposes, to refinance certain existing indebtedness
of Tate & Lyle. Ingredion has also entered into an FX option to hedge the
amount payable pursuant to the Acquisition on the Effective Date.
It is eventually intended that the cash consideration to be payable by
Ingredion to Scheme Shareholders under the terms of the Acquisition will be
funded through existing cash resources, potential new debt financing and, to
the extent required, a drawdown on the Bridge Facility.
J.P. Morgan, in its capacity as sole financial adviser to Ingredion, is
satisfied that sufficient resources are available to Ingredion to satisfy in
full the Cash Consideration payable to Scheme Shareholders pursuant to the
terms of the Acquisition.
Further information on the financing of the Acquisition will be set out in the
Scheme Document.
12. Directors, employees, management, pensions, research and development and locations
Strategic plans and intentions with regards to Tate & Lyle and the
Combined Group
As set out in paragraph 5, Ingredion believes that the Acquisition represents
an opportunity to accelerate its solutions-led growth strategy and create a
more global, scaled specialty ingredients business. The combination brings
together two complementary businesses with a shared heritage of innovation,
technical excellence, product quality, and customer service.
Together, Ingredion and Tate & Lyle will be better placed to help
customers address growing consumer demand for food and beverage products that
are safe, high quality, affordable, great tasting, and healthier. The
combination also brings together a broader portfolio of specialty non-food
ingredients for customers in the paper making, pharmaceutical, personal, and
home care segments.
The Acquisition will broaden the Combined Group's specialty ingredients
platform across texturants, sugar reduction systems, and fiber fortification.
It will add complementary capabilities for recipe formulation by leveraging
Ingredion's texture and sugar reduction capabilities and Tate & Lyle's
expertise in mouthfeel, sweetening, and fiber fortification.
It also brings together complementary geographic supply networks across the
Americas, Europe, the Middle East and Africa, and Asia Pacific, to deliver
faster, more reliable and cost-effective ingredients and solutions for
customers and consumers worldwide.
Prior to this Announcement, and consistent with market practice, Ingredion was
granted limited access to Tate & Lyle's senior management for the purposes
of undertaking confirmatory due diligence into Tate & Lyle's business and
operations as well as to support its assessment of potential synergies and
integration. This has enabled Ingredion to develop a preliminary strategy for
the Combined Group as well as a preliminary assessment of potential synergy
and cost saving opportunities for the Acquisition based on such information
(as well as on its own outside-in perspectives). However, Ingredion has not
yet had access to sufficiently detailed information to formulate detailed
plans or intentions regarding the impact of the Acquisition on the Tate &
Lyle Group and this review will remain ongoing in the period to Completion.
Following the Effective Date, Ingredion intends to undertake a detailed review
of Tate & Lyle's business, operations, workforce, footprint and systems to
inform a comprehensive integration plan. Ingredion expects this review to be
completed within 12 months following the Effective Date, with implementation
taking up to 24 months following the conclusion of the detailed review.
Employees and management
Ingredion highly values the skills, experience and expertise of the existing
management team and employees of Tate & Lyle. Ingredion also acknowledges
and respects the important role that Tate & Lyle's recognized trade unions
and other employee representative bodies play in the success of the Tate &
Lyle business. Ingredion considers Tate & Lyle's employees to be critical
assets and intends to engage constructively with Tate & Lyle's management
and employees following the Effective Date to ensure an effective integration
and drive growth.
Ingredion believes that Tate & Lyle employees will benefit from increased
opportunities for professional development within a broader global
organization, including exposure to a wider range of business segments,
customers, and technologies.
Following completion of the Acquisition, Ingredion confirms that the existing
contractual and statutory rights of Tate & Lyle's employees will be fully
safeguarded and observed in accordance with applicable law, including in
respect of terms and conditions of employment and pension arrangements.
Other than as set out in paragraph 16, Ingredion has not entered into, nor
held discussions regarding, any incentive arrangements with employees or
management of Tate & Lyle before this Announcement. Ingredion intends to
consider other appropriate incentive arrangements after the Effective Date for
certain members of Tate & Lyle's management and key employees, taking into
account the needs of the integrated business and prevailing market practice.
Following the Effective Date, Ingredion's intention is that Jim Zallie will
continue as Chairman and Chief Executive Officer of the Combined Group.
Non-executive directors who step down from the Tate & Lyle board as of the
Effective Date will be paid cash in lieu of any contractual notice periods
they do not serve.
Ingredion does not intend to make any changes to Tate & Lyle's overall
workforce, other than in certain corporate, manufacturing and support
functions where there is overlap with existing roles and operations within the
Ingredion Group. Whilst no decision has been taken, Ingredion anticipates that
following the conclusion of the post Effective Date review, there could be a
material reduction in Tate & Lyle's workforce, representing approximately
3 per cent. of the Combined Group's workforce. Any such workforce reduction
would be implemented with the aim of combining the strengths and capabilities
of both businesses and would be determined as part of the post Effective Date
review. The Ingredion Group will comply with applicable law in connection with
any workforce reductions. The finalization and implementation of any such
selective workforce reductions will be subject to comprehensive planning and
appropriate engagement and communication with employees and other
stakeholders, including any required information and consultation processes
with any affected employees and/or applicable representative bodies. Any
individuals impacted will be treated in a manner consistent with applicable
law and the high standards, culture and practices of both Ingredion and Tate
& Lyle.
Save as described above, Ingredion does not intend for there to be any
material changes to the conditions of employment or the balance of skills and
functions of employees and management of Tate & Lyle.
Research and development and fixed assets
Ingredion intends to maintain a strong focus on innovation and R&D across
the Combined Group. Ingredion currently expects to leverage Tate & Lyle's
innovation capabilities and approximately 1,000 patents, alongside Ingredion's
innovation infrastructure and intellectual property to support accelerated
product development, and customer collaboration and support.
Following completion of the Acquisition, Ingredion intends to leverage Tate
& Lyle's extensive manufacturing and technical capabilities to accelerate
the growth agenda of the Combined Group. Tate & Lyle's global supply
network and specialty manufacturing capabilities will provide the Combined
Group with a more robust, complementary platform from which to serve global
and local customers most reliably with high‑quality, customized ingredients
and solutions that are essential to customers' and consumers' needs.
Headquarters, functions and locations of business
Following the Effective Date, Ingredion intends that the headquarters of the
Combined Group will remain at Ingredion's existing headquarters in
Westchester, Illinois, USA. Ingredion intends to leverage Tate & Lyle's
longstanding reputation, presence and relationships in the UK and beyond.
Ingredion recognizes the strength and heritage of Tate & Lyle's brand and
product brands with its customers and stakeholders, and intends to leverage
these in a manner that maximally preserves tangible and intangible value for
the Combined Group.
Tate & Lyle's facilities represent key innovation and manufacturing hubs
that Ingredion plans to integrate into its global network. As part of the post
Effective Date review of Tate & Lyle's business, the manufacturing
footprint of the Combined Group will be assessed holistically. Ingredion
intends to utilize the unique strengths and attributes of each element of the
combined network to serve global and local customers more effectively and
efficiently.
Pension arrangements
Ingredion intends that, following the Effective Date, there will be no
material changes to accrued benefits or to employer contribution arrangements
in respect of relevant Tate & Lyle defined benefit and defined
contribution pension schemes, and Ingredion intends to engage constructively
with the relevant scheme trustee(s) and other stakeholders in ordinary course.
Ingredion intends that accrued pension rights will continue to be safeguarded
in accordance with applicable law and scheme documentation.
Trading facilities
The Tate & Lyle Shares are currently admitted to the Official List and
admitted to trading on the Main Market of the London Stock Exchange. It is
intended that requests will be made to the FCA to cancel admission of the Tate
& Lyle Shares to the Official List and to the London Stock Exchange to
cancel admission to trading in Tate & Lyle Shares on the Main Market, in
each case conditional on the Acquisition becoming Effective.
Tate & Lyle has a sponsored ADS Programme for which Citi acts as the Tate
& Lyle Depositary. The Tate & Lyle ADSs are evidenced by the Tate
& Lyle ADRs, which trade on the OTCQX platform. It is intended that,
conditional on the Acquisition becoming Effective, the Tate & Lyle ADS
Programme and the listing of the Tate & Lyle ADRs on the OTCQX will be
terminated.
Following the Acquisition, Ingredion intends to re-register Tate & Lyle as
a private company.
13. Offer-related Arrangements
13.1 Confidentiality Agreement
Ingredion and Tate & Lyle have entered into a confidentiality agreement
dated 14 May 2026 (the "Confidentiality Agreement"), pursuant to which each
party has undertaken, amongst other things, to: (i) keep confidential certain
information relating to the Acquisition and not to disclose it to third
parties (other than certain permitted parties) unless required, amongst other
things, by law or regulation; and (ii) use the confidential information only
for certain permitted purposes, including the evaluation, negotiation,
implementation of the Acquisition. These confidentiality obligations will
remain in force until completion of the Acquisition or, if discussions or
negotiations relating to the Acquisition terminate prior to completion of the
Acquisition, 24 months from the date of the Confidentiality Agreement.
13.2 Co-operation Agreement
Ingredion and Tate & Lyle have entered into a co-operation agreement dated
8 June 2026 (the "Co-operation Agreement"), pursuant to which Ingredion has
agreed to co-operate with Tate & Lyle to take steps to satisfy the
Conditions and to implement the Acquisition.
Ingredion has agreed to take all necessary steps to satisfy the regulatory
Conditions as soon as reasonably practicable and in sufficient time to enable
completion to occur at least three months prior to the Long Stop Date, subject
to the Regulatory Undertaking Carve-out. Tate & Lyle has agreed to
provide, on a reasonably requested basis and as soon as practicable, such
information, documents, assistance and access as may be required for the
purposes of filings, submissions and engagement with regulatory authorities,
subject to customary limitations including in respect of sensitive
information. Ingredion and Tate & Lyle have agreed to cooperate closely in
respect of regulatory matters, including sharing draft filings and
communications, considering each other's comments, attending regulatory
meetings where permitted and keeping each other informed of material
developments.
The Co-operation Agreement records Ingredion's and Tate & Lyle's intention
to implement the Acquisition by way of the Scheme, subject to the ability of
Ingredion to proceed by way of an Offer in certain circumstances as detailed
in the Co-operation Agreement.
The Co-operation Agreement also contains provisions dealing with certain
ancillary matters, including: (i) the ability of Tate & Lyle to declare
and pay the Permitted Dividends without any reduction to the Cash
Consideration (with Ingredion permitted to reduce the Cash Consideration in
respect of any distributions other than the Permitted Dividends); (ii)
arrangements relating to Tate & Lyle Share Plans and employee matters,
including maintenance of employee compensation opportunities and benefits for
a period following the Effective Date and the grant of replacement awards for
certain awards under the Tate & Lyle Share Plans that lapse due to time
pro-rating in connection with the Acquisition; and (iii) undertakings by
Ingredion in respect of the maintenance of directors' and officers'
indemnities and insurance (including run-off cover) for a period following
completion of the Acquisition.
The Co-operation Agreement may be terminated in certain customary
circumstances, including: (i) by mutual consent, (ii) following a failure of
the Scheme through a refusal by the Court to sanction it, (iii) upon
invocation of a Condition (with Panel consent), (iv) if a competing proposal
completes or becomes effective, (v) if the Acquisition lapses or is withdrawn,
or (vi) if the Effective Date has not occurred by the Long Stop Date.
Ingredion also has the right to terminate the Co-operation Agreement in the
event that the Tate & Lyle board no longer recommends the Acquisition.
13.3 Clean Team Agreement
Ingredion and Tate & Lyle have entered into a clean team agreement dated
16 May 2026 (the "Clean Team Agreement") which sets out how any confidential
information that is commercially and competitively sensitive can be disclosed,
used or shared for the purposes of due diligence, synergies evaluation,
planning transition and integration and regulatory clearance, in a manner that
does not give rise to the infringement of antitrust laws.
13.4 Confidentiality and Joint Defence Agreement
Ingredion, Tate & Lyle and their respective external legal counsels have
entered into a joint defence agreement dated 15 May 2026 (the "Confidentiality
and Joint Defence Agreement"), the purpose of which is to ensure that the
exchange and/or disclosure of certain commercially sensitive materials
relating to the parties takes place only between their respective external
legal counsels and external experts, and does not diminish in any way the
confidentiality of such materials and does not result in a waiver of any
privilege, attorney work product doctrine, right or immunity that might
otherwise be available.
14. Disclosure of Interests in Tate & Lyle
Except for the irrevocable commitments referred to above, as at close of
business on the Latest Practicable Date, neither Ingredion, nor any of its
directors, nor, so far as Ingredion is aware, any person acting in concert
(within the meaning of the Takeover Code) with Ingredion has:
(a) any interest in, or right to subscribe for, any relevant
securities of Tate & Lyle;
(b) any short positions in respect of relevant securities of Tate
& Lyle (whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person to purchase
or take delivery;
(c) any dealing arrangement of the kind referred to in Note 11
on the definition of acting in concert in the Takeover Code in relation to
Tate & Lyle Shares or in relation to any securities convertible or
exchangeable into Tate & Lyle Shares; nor
(d) borrowed or lent any relevant securities of Tate & Lyle or
entered into any financial collateral arrangements relating to such
securities.
'Interests in securities' for these purposes arise, in summary, when a person
has long economic exposure, whether absolute or conditional, to changes in the
price of securities (and a person who only has a short position in securities
is not treated as interested in those securities). In particular, a person
will be treated as having an 'interest' by virtue of the ownership, voting
rights or control of securities, or by virtue of any agreement to purchase,
option in respect of, or derivative referenced to securities.
15. Tate & Lyle Share Plans
Participants in the Tate & Lyle Share Plans will be contacted regarding
the effect of the Acquisition on their rights under the Tate & Lyle Share
Plans and, where required, appropriate proposals will be made to such
participants in accordance with Rule 15 of the Takeover Code in due course.
Details of the impact of the Acquisition on rights under the Tate & Lyle
Share Plans and any proposals that are required to be made under Rule 15 of
the Takeover Code will be set out in the Scheme Document and in separate
letters to be sent to participants in the Tate & Lyle Share Plans,
including the actions such participants may take in respect of their rights
under the Tate & Lyle Share Plans.
16. Arrangements between Ingredion and Tate & Lyle management
Tate & Lyle wishes to incentivise and retain key employees in the Tate
& Lyle business in order to ensure the successful completion of the
Acquisition and to protect the business to be acquired. Accordingly, Ingredion
has acknowledged and agreed that Tate & Lyle may implement certain cash
employee retention awards (of an aggregate value of up to £18 million (gross,
excluding employer's social security costs/levies, but including employee
taxes and any other applicable withholdings)) for approximately 100 Tate &
Lyle Group employees identified as being business critical (the "Retention
Awards"). Except as described in the Co-operation Agreement and subject to
certain Tate & Lyle remuneration committee discretions, 50 per cent. of
each such award will be payable as soon as reasonably practicable following
the Effective Date and the balance will be payable as soon as reasonably
practicable following a date falling three to twelve months (depending upon
the employee's role) after the Effective Date. Subject to certain Tate &
Lyle remuneration committee discretions as described in the Co-operation
Agreement, payment under a Retention Award is generally subject to the
relevant employee being employed by the Tate & Lyle Group or Ingredion
Group on, and not having resigned prior to, the relevant payment date.
Nick Hampton, Chief Executive Officer of the Tate & Lyle Group and
Sarah Kuijlaars, Chief Financial Officer of the Tate & Lyle Group will
also receive cash retention awards of 150 per cent. and 125 per cent.
(respectively) of their annual base salaries, subject to completion of the
Acquisition and Tate & Lyle ceasing to be listed on the London Stock
Exchange (the "Delisting") and requirements relating to continued employment
(the "Executive Retention Awards"). Except as described in the Co-operation
Agreement and subject to certain Tate & Lyle remuneration committee
discretions, the Executive Retention Awards shall be payable as soon as
reasonably practicable following the date falling three months after the
Effective Date. The Executive Retention Awards are within (and not additional
to) the £18 million limit and the approximately 100 Tate & Lyle Group
employee pool described above.
As required by, and solely for the purposes of, Rule 16.2 of the Takeover
Code, Goldman Sachs and Greenhill have (in their capacity as independent
advisers to Tate & Lyle for the purposes of Rule 3 of the Takeover Code),
reviewed the terms of the Retention Awards and Executive Retention Awards as
described above, together with other information deemed relevant by them, and
advised Tate & Lyle that the Retention Awards and Executive Retention
Awards are on market terms and are fair and reasonable as far as independent
Tate & Lyle Shareholders are concerned. In providing their advice, Goldman
Sachs and Greenhill have taken into account the commercial assessments of the
Tate & Lyle Directors.
17. Tate & Lyle ADS Programme
The Tate & Lyle Shares underlying the Tate & Lyle ADSs will be
included in the Acquisition. The entitlement of Tate & Lyle ADS Holders to
the Cash Consideration and the Permitted Dividends under the terms of the
Acquisition in respect of the Tate & Lyle Shares underlying their Tate
& Lyle ADSs will be determined in accordance with the terms and conditions
of the Deposit Agreement.
Tate & Lyle ADS Holders will not be entitled to vote directly on the
Scheme or the Acquisition. Tate & Lyle ADS Holders that wish to vote
directly on the Scheme or the Acquisition must surrender their Tate & Lyle
ADSs to the Tate & Lyle Depositary, pay the Tate & Lyle Depositary's
fees, charges and expenses (including any applicable taxes) in accordance with
the Deposit Agreement and become holders of Tate & Lyle Shares prior to
the Scheme Voting Record Time (in each case, subject to and in accordance with
the terms of the Deposit Agreement). Tate & Lyle ADS Holders that wish to
vote directly on the Scheme or the Acquisition should take care to surrender
their Tate & Lyle ADSs in good time to permit processing to be completed
by the Tate & Lyle Depositary and its custodian and to be entered on the
Tate & Lyle register of members prior to the Scheme Voting Record Time.
Tate & Lyle ADS Holders that hold ADSs through a broker or other
securities intermediary should contact the intermediary to determine the date
by which they must instruct that intermediary to act in order that the
necessary processing can be completed on time.
It is intended that, following the Effective Date, the Tate & Lyle ADS
Programme and the listing of the Tate & Lyle ADRs on the OTCQX will be
terminated.
18. The Scheme
It is intended that the Acquisition will be effected by means of the Scheme
between Tate & Lyle and the Scheme Shareholders (although Ingredion
reserves the right to implement the Acquisition by way of an Offer, with the
consent of the Panel and subject to the terms of the Co-operation Agreement).
The purpose of the Scheme is to provide for Ingredion to become the owner of
the entire issued and to be issued share capital of Tate & Lyle. This is
to be achieved by the transfer of the Scheme Shares to Ingredion, in
consideration for which the Scheme Shareholders shall receive the Cash
Consideration due on the basis set out in paragraph 2 of this announcement.
To become Effective, the Scheme must be approved at the Court Meeting by a
majority in number of the Scheme Shareholders present and voting (and entitled
to vote) at such Court Meeting (or the relevant class or classes thereof, if
applicable) who are on the register of members of Tate & Lyle at the
Scheme Voting Record Time, whether in person or by proxy, representing at
least 75 per cent. of the votes attached to the Scheme Shares cast by those
Scheme Shareholders (or the relevant class or classes thereof, if applicable).
The Scheme also requires the passing of the Resolutions at the General
Meeting. The General Meeting is expected to be held immediately after the
Court Meeting. Following the Meetings and the satisfaction or waiver of the
Conditions, the Scheme must be sanctioned by the Court. Finally, a copy of the
Scheme Court Order must be delivered to the Registrar of Companies for
registration, upon which the Scheme will become Effective.
The Scheme will also be subject to the other Conditions (in particular the
Material Antitrust Conditions highlighted at paragraph 6) and further terms
set out in Appendix 1 to this announcement and to the full terms and
conditions to be set out in the Scheme Document.
The Scheme Document will include full details of the Scheme, together with the
notices convening the Court Meeting and the General Meeting. The Scheme
Document will also contain the expected timetable for the Acquisition, and
will specify the necessary actions to be taken by Tate & Lyle
Shareholders. Subject to restrictions in respect of Restricted Jurisdictions,
the Scheme Document will be sent to Tate & Lyle Shareholders and, for
information only, to persons with information rights and participants in the
Tate & Lyle Share Plans, as soon as reasonably practicable, and in any
event (save with the consent of the Panel), within 28 days of this
announcement.
The Scheme is expected to become Effective during the second half of 2027,
subject to the satisfaction or (where applicable) waiver of the Conditions
(including the Material Antitrust Conditions highlighted at paragraph 6). If
the Scheme does not become Effective on or before 11:59 p.m. on the Long Stop
Date, it will lapse and the Acquisition will not proceed (unless Ingredion and
Tate & Lyle otherwise agree and the Panel otherwise consents).
As set out in further detail in the Condition in paragraph 2 of Appendix 1,
the Scheme will also lapse if, amongst other things, any of the Court Meeting,
the General Meeting and/or the Court Sanction Hearing is not held on or before
the 22nd day after the expected date of such meetings to be set out in the
Scheme Document in due course (or such later date as may be agreed between
Ingredion and Tate & Lyle).
Upon the Scheme becoming Effective: (i) it will be binding on all Tate &
Lyle Shareholders, irrespective of whether or not they attended or voted at
the Meetings (and if they attended and voted, whether or not they voted in
favour); and (ii) share certificates in respect of Tate & Lyle Shares will
cease to be valid and entitlements to Tate & Lyle Shares held within the
CREST system will be cancelled. The Cash Consideration will be despatched to
Tate & Lyle Shareholders no later than 14 days after the Effective Date.
Any Tate & Lyle Shares issued before the Scheme Record Time which remain
in issue at the Scheme Record Time will be subject to the terms of the Scheme.
The Resolutions to be proposed at the General Meeting will, amongst other
things, provide that Tate & Lyle's articles of association be amended to
incorporate provisions requiring, among other things and subject to the Scheme
becoming Effective, any Tate & Lyle Shares issued or transferred after the
Scheme Record Time (other than to Ingredion and/or its nominees) to be
automatically transferred to Ingredion (or as Ingredion may direct) on the
same terms as the Acquisition (other than terms as to timings and
formalities). The provisions of Tate & Lyle's articles of association (as
amended) will avoid any person (other than Ingredion, its nominees and any
person to whom Ingredion may direct the transfer of Tate & Lyle Shares
after the Effective Date) holding and retaining Tate & Lyle Shares after
the Effective Date.
Ingredion reserves the right to elect to implement the Acquisition by way of
an Offer as an alternative to the Scheme (with the consent of the Panel and
subject to the terms of the Co-operation Agreement). In such event, the
Acquisition would be implemented on substantially the same terms, so far as
applicable, as those which would apply to the Scheme, subject to appropriate
amendments to reflect, among other things, the change in method of effecting
the Acquisition (including, without limitation those required by, or deemed
appropriate by, Ingredion under applicable law, including US securities law).
Further, if sufficient acceptances of such Offer are received and/or
sufficient Tate & Lyle Shares are otherwise acquired, it is the intention
of Ingredion to apply the provisions of the Companies Act 2006 to acquire
compulsorily any outstanding Tate & Lyle Shares to which such offer
relates.
The Scheme will be governed by English law and will be subject to the
jurisdiction of the Court. The Scheme will be subject to the applicable
requirements of the Takeover Code, the Panel, the London Stock Exchange, the
FCA and the Registrar of Companies.
19. Cancellation of trading and re-registration
Tate & Lyle Shares are currently admitted to trading on the Main Market of
the London Stock Exchange. It is intended that a request will be made to the
London Stock Exchange to cancel trading in Tate & Lyle Shares, and to
re-register it as a private limited company, to take effect shortly after the
Effective Date.
It is expected that the last day of dealings in Tate & Lyle Shares will be
the Business Day after the Court Sanction Hearing and that no transfers will
be registered after 6.30 p.m. (London time) on that date.
On the Effective Date, any share certificates held by Tate & Lyle
Shareholders in respect of Tate & Lyle Shares shall cease to be valid and
should be destroyed.
20. Consents
Each of J.P. Morgan, Goldman Sachs, Greenhill, BofA Securities and Citi have
given and not withdrawn its consent to the publication of this announcement
with the inclusion herein of the references to its name in the form and
context in which such references appear.
21. Documents available for inspection
Copies of the following documents will by no later than 12 noon on 9 June 2026
be published on Ingredion's website at www.ingredion.com and Tate & Lyle's
website at www.tateandlyle.com until the end of the offer:
(a) this announcement;
(b) the Confidentiality Agreement;
(c) the Co-operation Agreement;
(d) the Clean Team Agreement;
(e) the Confidentiality and Joint Defence Agreement;
(f) the Bridge Facility;
(g) the Fee and Syndication Letter;
(h) the irrevocable undertakings referred to in paragraph 10 above
and listed in Appendix 3 to this announcement; and
(i) the consent letters from each of the financial advisers
referred to in paragraph 20 above.
The contents of the websites referred to in this announcement are not
incorporated into and do not form part of this announcement.
22. General
The Acquisition will be made on the terms and subject to the Conditions (in
particular the Material Antitrust Conditions highlighted at paragraph 6) set
out in Appendix 1 to this announcement, and to the full terms and conditions
to be set out in the Scheme Document. The formal Scheme Document comprising
the Cash Consideration will be sent to Tate & Lyle Shareholders within 28
days of this announcement (or on such later date as may be agreed between
Ingredion and Tate & Lyle with the consent of the Panel). The sources and
bases of calculation of certain information contained in this announcement are
set out in Appendix 2 to this announcement. Details of irrevocable
undertakings received by Ingredion are set out in Appendix 3 to this
announcement. Details of the Tate & Lyle Statement (which constitutes a
profit forecast for purposes of the Takeover Code) and certain confirmations
from the Tate & Lyle Directors in respect of the Tate & Lyle Statement
are set out in Appendix 4. Certain terms used in this announcement are defined
in Appendix 5 to this announcement.
Investor presentation
Ingredion will host a conference call for investors and analysts on the date
of this Announcement at 7.00 a.m. Central Time/ 1.00 p.m. British Summer Time
to discuss the Acquisition. A live webcast and accompanying presentation will
be available at https://ir.ingredionincorporated.com/events-and-presentations.
No information presented on the conference call or in the accompanying
presentation will form a part of this Announcement.
Enquiries:
Ingredion Incorporated
Noah Weiss, Vice President, Investor Relations and Corporate Communications +1 773 896 5242
J.P. Morgan (Sole Financial Adviser to Ingredion)
Anu Aiyengar +44 (0) 20 3493 8000
+1 212 270 6000
Dwayne Lysaght
Edouard Metrailler
Patrick Gallagher
Brunswick Group (PR Adviser to Ingredion)
Jayne Rosefield +44 20 7404 5959
Dave Carlson +1 312 800 8120
Charles Pretzlik
Ed Brown
David Blackburn
Email: INGREDION@brunswickgroup.com
Tate & Lyle PLC
Investors
Kate Postans, VP Investor Relations +44 (0) 7796 192 688
FTI Consulting (Media)
Nick Hasell +44 (0) 203 727 1340
Alex Le May
Ariadna Peretz
Email: tate@fticonsulting.com
Goldman Sachs International (Lead Financial Adviser to Tate & Lyle)
Anthony Gutman +44 (0) 207 774 1000
Nick Harper
Twisha Priya
Greenhill & Co. International LLP (Lead Financial Adviser to Tate &
Lyle)
Seamus Moorhead +44 (0) 207 198 7400
Charlie Stripp
Charles Gournay
BofA Securities (Joint Financial Adviser and Corporate Broker to Tate &
Lyle)
Ed Peel +44 (0) 207 628 1000
Oliver Elias
Matt Hogg
Citigroup Global Markets Limited (Joint Financial Adviser and Corporate Broker
to Tate & Lyle)
Andrew Seaton +44 (0) 207 986 0000
Robert Way
Christopher Wren
Hogan Lovells is acting as legal adviser to Ingredion. Linklaters LLP is
acting as legal adviser to Tate & Lyle.
Inside Information
This announcement contains inside information as defined in the Market Abuse
Regulation. Upon the publication of this announcement via a Regulatory
Information Service, such inside information will be considered to be in the
public domain.
Important notices relating to financial advisers and nominated adviser
J.P. Morgan Securities LLC, together with its affiliate J.P. Morgan Securities
plc (which conducts its UK investment banking business as J.P. Morgan Cazenove
and which is authorised in the United Kingdom by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the PRA and the
FCA) (together "J.P. Morgan"), is acting exclusively for Ingredion and for
no-one else in connection with the Acquisition and will not regard any other
person as its client in relation to the Acquisition and will not be
responsible to anyone other than Ingredion for providing the protections
afforded to clients of J.P. Morgan, nor for providing advice in relation to
any matter referred to in this announcement.
Goldman Sachs International ("Goldman Sachs"), which is authorised by the
Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United Kingdom, is
acting exclusively for Tate & Lyle and no one else in connection with the
matters referred to in this announcement and will not be responsible to anyone
other than Tate & Lyle for providing the protections afforded to clients
of Goldman Sachs, or for providing advice in connection with the matters
referred to in this announcement.
Greenhill & Co. International LLP ("Greenhill"), an affiliate of Mizuho
Financial Group, Inc., and which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting exclusively for Tate & Lyle and for
no one else in connection with the matters referred to in this announcement
and will not be responsible to anyone other than Tate & Lyle for providing
the protections afforded to clients of Greenhill nor for providing advice in
connection with the matters referred to in this announcement.
Citigroup Global Markets Limited ("Citi"), which is authorised by the
Prudential Regulation Authority and regulated in the UK by the Financial
Conduct Authority and the Prudential Regulation Authority, is acting for Tate
& Lyle and for no one else in connection with the matters described in
this announcement and will not be responsible to anyone other than Tate &
Lyle for providing the protections afforded to clients of Citi nor for
providing advice in connection with the contents of this announcement, or any
other matters referred to in this announcement. Neither Citi nor any of its
affiliates, directors or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, consequential, whether
in contract, in tort, in delict, under statute or otherwise) to any person who
is not a client of Citi in connection with this announcement, any statement
contained herein or otherwise.
Merrill Lynch International ("BofA Securities"), which is authorised by the
Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United Kingdom, is
acting exclusively for Tate & Lyle and for no one else in connection with
matters referred to in this announcement and will not be responsible to anyone
other than Tate & Lyle for providing the protections afforded to its
clients or for providing advice in relation to the matters referred to in this
announcement.
Further information
This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or inducement to sell or an
invitation to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities or the solicitation of an offer to buy any
securities, any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise. The Acquisition will be made and implemented solely
pursuant to the terms of the Scheme Document (or, if the Acquisition is
implemented by way of an Offer, the Offer Document), which will contain the
full terms and conditions of the Acquisition, including details of what action
is required from Tate & Lyle Shareholders and Tate & Lyle ADS Holders
in respect of the Acquisition. Any decision in respect of, or other response
to, the Acquisition should be made only on the basis of the information in the
Scheme Document (or, if the Acquisition is implemented by way of an Offer, the
Offer Document).
Tate & Lyle and Ingredion shall prepare the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the Offer Document) to be
distributed to Tate & Lyle Shareholders. Tate & Lyle and Ingredion
urge Tate & Lyle Shareholders to read the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the Offer Document) in its
entirety when it becomes available because it will contain important
information relating to the Acquisition.
This announcement does not constitute a prospectus or prospectus equivalent
document.
Ingredion reserves the right to elect to implement the Acquisition by way of
an Offer as an alternative to the Scheme (with the consent of the Panel and
subject to the terms of the Co-operation Agreement). In such event, the
Acquisition would be implemented on substantially the same terms, so far as
applicable, as those which will apply to the Scheme, subject to appropriate
amendments to reflect, among other things, the change in method of effecting
the Acquisition (including without limitation those required by, or deemed
appropriate by, Ingredion under applicable law, including US securities law).
Further, if sufficient acceptances of such Offer are received and/or
sufficient Tate & Lyle Shares are otherwise acquired, it is the intention
of Ingredion to apply the provisions of the Companies Act 2006 to acquire
compulsorily any outstanding Tate & Lyle Shares to which such offer
relates.
Overseas Shareholders
This announcement has been prepared in accordance with and for the purpose of
complying with the laws of England and Wales, the Takeover Code, the Market
Abuse Regulation and the Disclosure Guidance and Transparency Rules and
information disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws
of jurisdictions outside England.
The release, publication or distribution of this announcement in or into
jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves of, and observe, any
applicable requirements of their jurisdictions.
The availability of the Acquisition to Tate & Lyle Shareholders who are
not resident in and citizens of the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in and citizens of the United Kingdom
should inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdictions. In particular, the ability of persons who
are not resident in and citizens of the United Kingdom to vote their Tate
& Lyle Shares with respect to the Scheme at the Court Meeting, or to
execute and deliver forms of proxy appointing another person to vote at the
Court Meeting on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. Any failure to comply with the
applicable restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Acquisition disclaim any responsibility
or liability for the violation of such restrictions by any person.
Unless otherwise determined by Ingredion or required by the Takeover Code, and
permitted by applicable law and regulation, participation in the Acquisition
will not be made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction and no person may vote in favour of the Acquisition by any such
use, means, instrumentality or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Accordingly, copies of this announcement and any formal
documentation relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction and persons receiving this
announcement and all such documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send them in, into or from any Restricted Jurisdiction where to
do so would violate the laws in that jurisdiction. Doing so may render invalid
any related purported vote in respect of the Acquisition. If the Acquisition
is implemented by way of an Offer (unless otherwise permitted by applicable
law and regulation), the Offer may not be made directly or indirectly, in or
into, or by the use of mails or any means or instrumentality (including, but
not limited to, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility of, a
national, state or other securities exchange of any Restricted Jurisdiction
and the Offer shall not be capable of acceptance by any such use, means,
instrumentality or facilities.
Further details in relation to Overseas Shareholders will be contained in the
Scheme Document.
Notice to US Tate & Lyle Shareholders and Tate & Lyle ADS Holders
Tate & Lyle Shareholders in the United States and Tate & Lyle ADS
Holders should note that the Acquisition relates to the shares of a company
incorporated in England and Wales listed on the Main Market of the London
Stock Exchange and is proposed to be made by means of a scheme of arrangement
provided for under, and governed by, the laws of England and Wales.
A transaction effected by means of a scheme of arrangement is not subject to
the US tender offer rules or the proxy solicitation rules under the US
Exchange Act. Accordingly, the Scheme will be subject to the disclosure and
procedural requirements and practices applicable in the United Kingdom to
schemes of arrangement, which differ from the disclosure requirements of the
US tender offer and proxy solicitation rules. In addition, Tate & Lyle
Shareholders in the United States and Tate & Lyle ADS Holders should be
aware that this document has been prepared in accordance with UK format and
style, which differs from US format and style.
If, in the future, Ingredion exercises the right to implement the Acquisition
by way of an Offer (subject to the consent of the Panel and the terms of the
Co-operation Agreement) and determines to extend the offer into the United
States, such Offer will be made in compliance with all applicable United
States laws and regulations, including any applicable exemptions under the US
Exchange Act. Such an Offer would be made in the United States by Ingredion
and no one else.
In accordance with normal United Kingdom practice and consistent with Rule
14e-5 under the US Exchange Act, Ingredion, certain of its affiliated
companies and the nominees or brokers (acting as agents) of Ingredion and/or
such affiliated companies may from time to time make certain purchases of, or
arrangements to purchase, Tate & Lyle Shares outside such Offer during the
period in which such Offer would remain open for acceptance. If such purchases
or arrangements to purchase were to be made they would be made outside the
United States either in the open market at prevailing prices or in private
transactions at negotiated prices and would comply with applicable law,
including, to the extent applicable, the US Exchange Act. Any information
about such purchases would be disclosed as required in the United Kingdom,
would be reported to a Regulatory Information Service and would be available
on the London Stock Exchange website at www.londonstockexchange.com.
The financial information relating to Tate & Lyle included in this
announcement and the Scheme Document (or, if the Acquisition is implemented by
way of an Offer, the Offer Document) has been or will have been prepared in
accordance with accounting standards applicable in the United Kingdom and thus
may not be comparable to the financial information of US companies or
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the United States ("US GAAP"). US GAAP
differs in certain respects from accounting standards applicable in the United
Kingdom. None of the financial information in this announcement has been
audited in accordance with auditing standards generally accepted in the United
States or the auditing standards of the Public Company Accounting Oversight
Board (United States).
The receipt of consideration by a US Tate & Lyle Shareholder or a US Tate
& Lyle ADS Holder for the transfer of its Tate & Lyle Shares, or Tate
& Lyle ADSs, as applicable, pursuant to the Acquisition may be a taxable
transaction for US federal income tax purposes and under applicable US state
and local, as well as non-US and other, tax laws. Each Tate & Lyle
Shareholder and Tate & Lyle ADS Holder is urged to consult their
independent professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them, including under applicable US federal,
state and local, as well as non-US and other, tax laws.
It may be difficult for US holders of Tate & Lyle Shares and Tate &
Lyle ADS Holders to enforce their rights and any claim arising out of the US
federal securities laws or to enforce against Tate & Lyle a judgment of a
US court predicated upon the securities laws of the United Kingdom, since Tate
& Lyle is incorporated in a non-US jurisdiction, and some of Tate &
Lyle's officers and directors are residents of countries other than the United
States. US holders of Tate & Lyle Shares and Tate & Lyle ADS Holders
may not be able to sue a non-US company or its officers or directors in a
non-US court for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject themselves
to a US court's jurisdiction or judgement.
Neither the United States Securities and Exchange Commission (the "SEC") nor
any securities supervisory authority of any state or other jurisdiction in the
United States has approved or disapproved the Scheme or reviewed it for its
fairness, nor have the contents of this announcement been reviewed for
accuracy, completeness or fairness by the SEC or any securities supervisory
authority in the United States. Any representation to the contrary is a
criminal offence in the United States.
Cautionary note regarding forward-looking statements
This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Ingredion and Tate & Lyle contain certain
statements which are, or may be deemed to be, "forward-looking statements".
Forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of Ingredion and/or Tate & Lyle (as the case may be) about
future events, and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements.
These forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "hope", "aims", "continue", "will",
"may", "should", "would", "could", or other words of similar meaning or
derivatives thereof. These statements are based on assumptions and assessments
made by Tate & Lyle and/or Ingredion in light of their experience and
their perception of historical trends, current conditions, future developments
and other factors they believe appropriate. By their nature, forward-looking
statements involve known and unknown risk and uncertainty, because they relate
to events and depend on circumstances that will occur in the future and the
factors described in the context of such forward-looking statements in this
announcement could cause actual results, performance or developments to differ
materially from those expressed in or implied by such forward-looking
statements. The factors that could cause actual results to differ materially
from those described in the forward-looking statements, include, but are not
limited to: the ability to complete the Acquisition, the ability to obtain
requisite regulatory and shareholder approvals and the satisfaction of other
Conditions on the proposed terms, changes in the global, political, economic,
business or competitive environments and in market and regulatory forces,
changes in financial regulatory matters, changes in future exchange and
interest rates, changes in tax rates and future business combinations or
dispositions.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and you are therefore cautioned
not to place undue reliance on these forward-looking statements, which speak
only as at the date of this announcement. Neither Tate & Lyle nor
Ingredion assumes any obligation to update or correct the information
contained in this announcement (whether as a result of new information, future
events or otherwise), except as required by applicable law.
Dealing and opening position disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. or more of any class of relevant securities of an offeree company or of
any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company; and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th business day following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company; and (ii) any securities exchange offeror(s),
save to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 p.m. (London time) on the business day following
the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
and other documents required to be published under Rule 26 of the Takeover
Code will be made available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on Tate & Lyle's website at
www.tateandlyle.com and Ingredion's website at www.ingredion.com by no later
than 12 noon (London time) on the first Business Day following the date of
this announcement. For the avoidance of doubt, neither the contents of these
websites nor any website accessible from hyperlinks is incorporated into or
forms part of this announcement.
No profit forecasts, profit estimates or quantified benefits statements
The Tate & Lyle Statement set out in paragraph 9 and Appendix 4 is a
profit forecast for the purposes of Rule 28 of the Takeover Code. The Tate
& Lyle Statement (and the assumptions and basis of preparation of the Tate
& Lyle Statement, as well as the relevant confirmations from the Tate
& Lyle Directors) as required by Rule 28.1 of the Takeover Code is set out
in Appendix 4 of this announcement.
Save for the Tate & Lyle Statement set out in paragraph 9 and Appendix 4,
no statement in this announcement is intended to constitute a profit forecast,
profit estimate or quantified benefits statement for any period and no
statement in this announcement should be interpreted to mean that the earnings
or future earnings per share of, or dividends or future dividends per share
of, Tate & Lyle or Ingredion for the current or future financial years
will necessarily match or exceed the historical published earnings or earnings
per share or dividends per share of Tate & Lyle or Ingredion.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Tate & Lyle
Shareholders, Tate & Lyle ADS Holders, and persons with information rights
and participants in Tate & Lyle Share Plans may request a hard copy of
this announcement by contacting Tate & Lyle's registrars, Equiniti, by
writing to them at Highdown House, Yeoman Way, Worthing, West Sussex BN99 6DA
or by calling them on 0371 384 2063 (for UK calls) or +44 (0) 371 384 2063
(for calls outside the UK) during business hours (9.30 a.m. to 5.30 p.m.
(London time) Monday to Friday excluding public holidays in England and
Wales). Calls are charged at the standard geographical rate and will vary by
provider. Calls outside the United Kingdom will be charged at the applicable
international rate. Please note that Equiniti cannot provide any financial,
legal or tax advice and calls may be recorded and monitored for security and
training purposes. For persons who receive a copy of this announcement in
electronic form or via a website notification, a hard copy of this
announcement will not be sent unless so requested. Such persons may also
request that all future documents, announcements and information to be sent to
them in relation to the Acquisition should be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain other
information provided by Tate & Lyle Shareholders, persons with information
rights and other relevant persons for the receipt of communications from Tate
& Lyle may be provided to Ingredion during the Offer Period as required
under Section 4 of Appendix 4 of the Takeover Code to comply with Rule
2.11(c).
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
General
If the Acquisition is effected by way of an Offer, and such an Offer becomes
or is declared unconditional in all respects and sufficient acceptances are
received, Ingredion intends to exercise its rights to apply the provisions of
Chapter 3 of Part 28 of the Companies Act 2006 so as to acquire compulsorily
the remaining Tate & Lyle Shares in respect of which the Offer has not
been accepted.
Investors should be aware that Ingredion may purchase Tate & Lyle Shares
otherwise than under any Offer or the Scheme, including pursuant to privately
negotiated purchases.
If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, Tate & Lyle confirms
that, as at 5 June 2026 (being the Latest Practicable Date), it had in issue
445,450,004 ordinary shares of 29 1/6 pence each (excluding shares held in
treasury). The ISIN for the ordinary shares is GB00BP92CJ43.
Tate & Lyle has a sponsored American Depositary Receipts programme for
which Citi acts as the Tate & Lyle Depositary. One Tate & Lyle ADS
represents four Tate & Lyle Shares. The Tate & Lyle ADSs are evidenced
by the Tate & Lyle ADRs, which trade on the OTCQX platform. The trading
symbol for these securities is TATYY and the ISIN is US8765707067.
Appendix 1
Conditions to and Certain Further Terms of the Acquisition
Part A
Conditions to the Scheme and Acquisition
Long Stop Date
1. The Acquisition is conditional upon the Scheme becoming
unconditional and becoming Effective, subject to the provisions of the
Takeover Code, by no later than 11.59 p.m. (London time) on the Long Stop
Date.
Scheme approval
2. The Scheme will be conditional upon:
(a) (i) its approval by a majority in number representing not
less than 75 per cent. in value of the Scheme Shareholders who are on the
register of members of Tate & Lyle (or the relevant class or classes
thereof, if applicable) at the Scheme Voting Record Time, present and voting
(and entitled to vote), either in person or by proxy, at the Court Meeting and
at any separate class meeting(s) which may be required by the Court or, in
each case, at any adjournment of any such meeting; and (ii) such Court Meeting
and any separate class meeting(s) which may be required by the Court being
held on or before the 22nd day after the expected date of the Court Meeting to
be set out in the Scheme Document in due course (or such later date as may be
agreed between Ingredion and Tate & Lyle);
(b) (i) the Resolutions being duly passed by the requisite
majority or majorities of Tate & Lyle Shareholders at the General Meeting
(or any adjournment thereof); and (ii) such General Meeting being held on or
before the 22nd day after the expected date of the General Meeting to be set
out in the Scheme Document in due course (or such later date as may be agreed
between Ingredion and Tate & Lyle); and
(c) (i) the sanction of the Scheme by the Court with or without
modification (but subject to any such modification being on terms acceptable
to Ingredion and Tate & Lyle); and (ii) the Court Sanction Hearing being
held on or before the 22nd day after the expected date of the Court Sanction
Hearing to be set out in the Scheme Document in due course (or such later date
as may be agreed between Ingredion and Tate & Lyle); and (iii) the
delivery of a copy of the Scheme Court Order to the Registrar of Companies for
registration.
General Conditions
3. In addition, subject as stated in Part B of this Appendix 1
and to the requirements of the Panel, Ingredion and Tate & Lyle have
agreed that the Acquisition will be conditional upon the following Conditions
and, accordingly, the necessary actions to make the Scheme Effective will not
be taken unless such Conditions (as amended if appropriate) have been
satisfied or, where relevant, waived:
Antitrust Conditions
European Union
(a) Insofar as the Acquisition falls within the scope of Council
Regulation (EC) No 139/2004 (the "EUMR"), the European Commission having:
(i) in the case of a Phase I review pursuant to Article 6
EUMR, adopted a decision under Article 6(1)(b) or Article 6(2) EUMR declaring
the Acquisition compatible with the internal market; or
(ii) where the European Commission initiates a Phase II
investigation pursuant to Article 6(1)(c) EUMR, adopted a decision under
Article 8(1) or Article 8(2) EUMR declaring the Acquisition compatible with
the internal market, either unconditionally or subject to conditions; or
(iii) in either case of clause 3(a)(i) or 3(a)(ii), been deemed to
have adopted such a decision pursuant to Article 10 EUMR;
(b) insofar as the Acquisition constitutes a notifiable
concentration under Article 20 of Regulation (EU) 2022/2560 (the "FSR"):
(i) the European Commission informing Ingredion that it has
closed the preliminary review under Article 10(4) of the FSR, or making a
decision under Article 25(3)(a), pursuant to Article 11(3) (decision with
commitments) or under Article 25(3)(b), pursuant to 11(4) (no objection
decision) of the FSR in respect of the Acquisition; or
(ii) the European Commission being deemed to have allowed the parties
to implement the Acquisition by failing to initiate an in-depth investigation
within the time limit set out in Articles 25(2) and 24(1)(a) of the FSR;
Brazil
(c) insofar as the Acquisition constitutes or is deemed to
constitute a notifiable transaction under Brazilian Competition Law
(https://www.planalto.gov.br/ccivil_03/_ato2011-2014/2011/lei/l12529.htm) (Law
No. 12,529 of 30 November 2011), either of the following having occurred:
(i) the Administrative Council for Economic Defense (Conselho
Administrativo de Defesa Econômica)("CADE") General Superintendence Office
having approved or cleared the Acquisition and an additional mandatory fifteen
day waiting period following publication of the decision in the Federal
Official Gazette (Diário Oficial da União) having lapsed with no related
appeal by a third party or request for further review by any of CADE's
commissioners; or
(ii) in the event that any appeal is filed, further review is
requested by CADE's Tribunal or CADE's General Superintendence Office does not
clear the Acquisition without conditions and refers the Acquisition to CADE's
tribunal, the publication of the final decision approving the Acquisition by
CADE's tribunal with or without any conditions, deemed unappealable at the
administrative sphere;
Canada
(d) insofar as the Acquisition satisfies the pre-merger
notification thresholds identified in the Competition Act (Canada):
(i) the Commissioner of Competition (or any person designated
to act on behalf of them) (collectively, the "Canadian Commissioner") having
issued (and not rescinded or amended) an advance ruling certificate under
subsection 102(1) of the Competition Act (Canada) in respect of the
Acquisition; or
(ii) both (i) the applicable waiting period under section 123 of
the Competition Act (Canada) having expired or been terminated by the Canadian
Commissioner or the obligation to make a pre-merger notification filing under
Part IX of the Competition Act (Canada) having been waived by the Canadian
Commissioner pursuant to section 113(c) of the Competition Act (Canada); and
(ii) the Canadian Commissioner having advised, in a manner acceptable to the
parties acting reasonably, that he or she does not at that time intend to
challenge the Acquisition under section 92 of the Competition Act;
China
(e) insofar as the Acquisition constitutes or is deemed to constitute,
a notifiable concentration of undertakings within the meaning of the
Anti-Monopoly Law (http://www.npc.gov.cn) of the People's Republic of China
(as amended) and its implementing regulations ("PRC AML"), and following
notification of the Acquisition to China's State Administration for Market
Regulation ("SAMR"), SAMR issuing a formal notice approving (either as a
decision to not conduct further review or as a decision to not prohibit) the
Acquisition in order for Ingredion to consummate the Acquisition, or the
statutory review period (including any extensions thereof) has expired without
SAMR issuing a decision;
Colombia
(f) insofar as the Acquisition is subject to merger control
review under Law 1340 of 2009, as supplemented by Decree 2153 of 1992 and
Decree 1074 of 2015, the Superintendence of Industry and Commerce
(Superintendencia de Industria y Comercio - "SIC") having:
(i) in the case of a review in the form of a short-form notice
(notificación) issued an acknowledgment of receipt; or
(ii) in the case of a review not involving a second-phase
investigation, cleared the Acquisition upon completion of its preliminary
review (Phase I); or
(iii) where the SIC conducts a second-phase investigation (Phase II),
issued a decision approving the Acquisition, either unconditionally or subject
to condition; or
(iv) in either case, otherwise confirmed that the Acquisition may
proceed, including following the expiry of any applicable review period
without the SIC having objected to or prohibited the Acquisition;
Mexico
(g) insofar as the Acquisition constitutes or is deemed to constitute
a notifiable concentration under the Mexican Federal Economic Competition Law
(Ley Federal de Competencia Económica) ("LFCE"), the parties having received
unconditional approval or conditional approval from the Mexican Antimonopoly
National Commission (Comisión Nacional Antimonopolio - "CNA" ) ("CNA") under
the LFCE, or the statutory period having expired for the CNA to issue a
decision;
South Korea
(h) insofar as the Acquisition constitutes, or is deemed to
constitute, a notifiable acquisition under the South Korean Monopoly
Regulation and Fair Trade Act ("MRFTA"), the Korea Fair Trade Commission
("KFTC") having either:
(i) issued an approval notification pursuant to the MRFTA that
the Acquisition does not violate paragraph 1 of Article 9 (Restriction on
Business Combination) of the MRFTA; or
(ii) if the KFTC issues an examiner's report, issued a decision
approving the Acquisition whether unconditionally or subject to conditions;
Tanzania
(i) insofar as the Acquisition is subject to merger control under the
Tanzanian Fair Competition Act, No.8 of 2003 ("TFCA"), a merger notification
to the Tanzanian Fair Competition Commission ("FCC") for the Acquisition
having been made and either:
(i) the FCC's approval having been obtained either
unconditionally or subject to conditions; or
(ii) the confirmation that no filing, notification or approval is
required under the TFCA;
United Kingdom
(j) insofar as the Acquisition creates a relevant merger situation
within the meaning of Section 23 of the Enterprise Act 2002 (the "EA"),
either:
(i) confirmation that the Competition and Markets Authority (the
"CMA") has no further questions in relation to the Acquisition following the
submission of a briefing paper to the CMA by Ingredion and, as at the date on
which all other Conditions are satisfied or waived in relation to the
Acquisition, the CMA not having:
(1) requested the submission of a merger notice (or draft merger
notice);
(2) indicated to Ingredion that it intends, or is considering
whether, to commence an investigation under section 33 of the EA (a "Phase I
Investigation") into the Acquisition; or
(3) indicated that the statutory review period in which the CMA has
to decide whether to make a reference under section 34ZA of the EA has begun;
or
(ii) if the CMA opens a Phase I Investigation into the
Acquisition, either:
(1) confirmation that the Acquisition will not be referred for a Phase
II investigation under section 33 or section 45 of the EA (a "Phase II CMA
Reference") and that the CMA does not intend to accept undertakings in lieu of
a Phase II CMA Reference under section 73 of the EA; or
(2) confirmation that the CMA has accepted undertakings in lieu of
a Phase II CMA Reference under section 73 of the EA; or
(3) the period within which the CMA is required to decide whether
to make a Phase II CMA Reference in respect of the Acquisition under section
34ZA of the EA having expired without such a decision being made; or
(iii) if the CMA makes a Phase II CMA Reference, either:
(1) confirmation that the Acquisition will not result in a
substantial lessening of competition within any market in the United Kingdom;
or
(2) confirmation that the Acquisition will result in a substantial
lessening of competition and that either no action is required or should be
taken to remedy, mitigate or prevent such outcome, or that the Acquisition is
permitted to proceed subject to undertakings or orders under sections 82 and
84 of the EA;
United States
(k) insofar as the Acquisition satisfies the pre-merger
notification thresholds identified in the United States Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"):
(i) all filings having been made and all or any applicable
waiting periods (including any extensions thereof or any time periods set
forth in any timing agreements with the United States antitrust authorities)
under the HSR Act and the rules and regulations thereunder having expired,
lapsed or been terminated as appropriate in each case in respect of the
Acquisition, or any matters arising from the Acquisition; and
(ii) no law, injunction (whether temporary, preliminary or
permanent), or legal order having been enacted, entered, promulgated or
enforced by any federal or state court or antitrust authority of competent
jurisdiction which prevents, makes illegal, prohibits, restrains or enjoins
the closing of the Acquisition, provided that this paragraph 3(k)(ii) shall
only be considered unfulfilled if such law, injunction or legal order remains
in effect and has not been lifted, vacated, or otherwise been made
unenforceable;
Zanzibar
(l) insofar as the Acquisition is subject to merger control
under the Fair Competition and Consumer Protection Act, 2018, either:
(i) the Zanzibar Fair Competition Commission ("ZFCC") having
granted its approval to the Acquisition, either unconditionally or subject to
conditions; or
(ii) confirmation that no filing, notification or approval is
required under the Fair Competition and Consumer Protection Act, 2018;
Certain matters arising as a result of any arrangement, agreement, etc.
(m) except as Disclosed, there being no provision of any
agreement, arrangement, licence, permit or other instrument to which any
member of the Tate & Lyle Group is a party or by or to which any such
member or any of its assets may be bound, entitled or be subject or any event
or circumstance, which in consequence of the Acquisition or the proposed
acquisition by Ingredion of any shares or other securities in Tate & Lyle
or because of a change in the control or management of any member of the Tate
& Lyle Group or otherwise, could or might reasonably be expected to result
in any of the following to an extent which is material in the context of the
Tate & Lyle Group taken as a whole:
(i) any monies borrowed by or any other indebtedness (actual or
contingent, including without limitation, guarantees, letters of credit and
hedging contracts) of, or grant available to any such member of the Tate &
Lyle Group, being or becoming repayable or capable of being declared repayable
immediately or prior to its or their stated maturity date or repayment date or
the ability of any such member to borrow monies or incur any indebtedness
being withdrawn or inhibited or being capable of becoming or being withdrawn
or inhibited;
(ii) any such agreement, arrangement, licence, permit or other
instrument or the rights, liabilities, obligations or interests of any such
member of the Tate & Lyle Group thereunder being terminated or adversely
modified or adversely affected or any obligation or liability arising or any
adverse action being taken or arising thereunder;
(iii) the creation, save in the ordinary and usual course of
business, or enforcement of any mortgage, charge, encumbrance or other
security interest over the whole or any part of the business, property or
assets of any member of the Tate & Lyle Group;
(iv) the rights, liabilities, obligations or interests of any
member of the Tate & Lyle Group under any such arrangement, agreement,
licence, permit or instrument or the interests or business of any such member
with any other person or body or firm or company (or any arrangement or
agreement relating to any such interests or business) being or becoming
capable of being terminated, adversely modified or adversely affected;
(v) the value of, or the financial or trading position, profits or
prospects of, any member of the Tate & Lyle Group being prejudiced or
adversely affected;
(vi) any assets (or interests in assets) or any asset the use of
which is enjoyed by any member of the Tate & Lyle Group being or failing
to be disposed of or charged or any right arising under which any such asset
(or interests in assets) could be required to be disposed of or charged or
could cease to be available to any such member otherwise than in the ordinary
course of business;
(vii) any member of the Tate & Lyle Group ceasing to be able to
carry on business under any name under which it currently does so; or
(viii) the creation or acceleration of any liability, actual or
contingent, by any member of the Tate & Lyle Group excluding trade
creditors or other liabilities incurred in the ordinary course of business,
and no event having occurred which, under any provision of any such agreement,
arrangement, licence, permit or other instrument to which any member of the
Tate & Lyle Group is a party or by or to which any such member or any of
its assets may be bound, entitled or subject, would result in any of the
events or circumstances as are referred to in Conditions 3(m)(i) to
3(m)(viii);
General regulatory
(n) except as Disclosed, other than in connection with the
Conditions set out in paragraphs 3(a) to 3(l) (inclusive) above, no Third
Party having (1) given notice of a decision to take, institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or reference
(and in each case, not having withdrawn the same), or (2) required any action
to be taken or otherwise having done anything, or (3) enacted, made or
proposed any statute, regulation, decision, order or change to published
practice (and in each case, not having withdrawn the same) and there not
continuing to be any outstanding statute, regulation, decision or order which
would or might reasonably be expected to:
(i) require, prevent or materially delay the divestiture, or
materially alter the terms envisaged for any such divestiture by any member of
the Ingredion Group or any member of the Tate & Lyle Group of all or any
material portion of their respective businesses, assets or property or impose
any limitation on the ability of any of them to conduct their respective
businesses (or any part thereof) or to own, control or manage any of their
respective assets or properties (or any part thereof) which, in any such case,
is material in the context of the Tate & Lyle Group as a whole;
(ii) require, prevent or materially delay a divestiture by any
member of the Ingredion Group of any shares or other securities (or the
equivalent) in any member of the Tate & Lyle Group;
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Ingredion Group directly or
indirectly to acquire or to hold or to exercise effectively all or any rights
of ownership in respect of shares or loans or securities convertible into
shares or any other securities (or the equivalent) in Tate & Lyle or on
the ability of any member of the Tate & Lyle Group or any member of the
Ingredion Group directly or indirectly to hold or exercise effectively all or
any rights of ownership in respect of shares or loans or securities
convertible into shares or any other securities (or the equivalent) in, or to
exercise voting or management control over, any member of the Tate & Lyle
Group or the Ingredion Group;
(iv) otherwise materially adversely affect the business, assets,
profits or prospects of any member of the Tate & Lyle Group;
(v) make the Scheme, the Acquisition, its implementation or the
acquisition or proposed acquisition by Ingredion or any member of the
Ingredion Group of any shares or other securities in, or control or management
of, Tate & Lyle void, illegal, and/or unenforceable under the laws of any
jurisdiction, or otherwise, directly or indirectly materially prevent,
restrain, restrict, prohibit, delay or otherwise materially interfere with the
same, or impose material additional conditions or obligations with respect
thereto or otherwise materially challenge, impede, interfere or require
material amendment of the Scheme, the Acquisition, or the acquisition or
proposed acquisition by Ingredion of any shares or other securities in, or
control or management of, Tate & Lyle;
(vi) other than pursuant to Chapter 3 of Part 28 of the Companies
Act 2006, require any member of the Ingredion Group or the Tate & Lyle
Group to offer to acquire any shares or other securities (or the equivalent)
or interest in any member of the Tate & Lyle Group or the Ingredion Group
or any other asset owned by any third party (other than in the implementation
of the Acquisition);
(vii) impose any material limitation on or result in any material
delay in the ability of any member of the Ingredion Group or any member of the
Tate & Lyle Group to conduct, integrate or co-ordinate all or any part of
its business with all or any part of the businesses of any other members of
the Ingredion Group or any member of the Tate & Lyle Group; or
(viii) result in any member of the Tate & Lyle Group ceasing to be
able to carry on business under any name under which it presently does so,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could institute, implement or
threaten any such action, proceeding, suit, investigation, enquiry or
reference or other step under the laws of any jurisdiction in respect of the
Scheme, the Acquisition or the acquisition or proposed acquisition of any Tate
& Lyle Shares or otherwise intervene having expired, lapsed or been
terminated (as appropriate);
(o) other than in connection with the Conditions set out in
paragraphs 3(a) to 3(l) (inclusive) above, all material notifications, filings
or applications having been made in connection with the Acquisition and all
necessary waiting periods (including any extensions thereof) under any
applicable legislation or regulation of any jurisdiction having expired,
lapsed or been terminated (as appropriate) and all statutory or regulatory
obligations in any jurisdiction having been complied with in connection with
the Scheme, the Acquisition, its implementation or the acquisition by
Ingredion of any shares or other securities in, or control or management of,
Tate & Lyle and all Authorisations reasonably deemed necessary or
appropriate by Ingredion (acting reasonably) for or in respect of the Scheme,
the Acquisition, its implementation or, except pursuant to Chapter 3 of Part
28 of the Companies Act, the proposed acquisition of any shares or other
securities in, or control or management of, Tate & Lyle by Ingredion
having been obtained on terms and in a form reasonably satisfactory to
Ingredion (acting reasonably) from all appropriate Third Parties or persons
with whom any member of the Tate & Lyle Group has entered into contractual
arrangements and all such Authorisations necessary or appropriate to carry on
the business of any member of the Tate & Lyle Group and, in each case,
which is material in the context of the Tate & Lyle Group as a whole
remaining in full force and effect and all filings necessary for such purpose
having been made and there being no notice or intimation of any intention to
revoke or not to renew any of the same immediately before (x) where the
Acquisition is implemented by way of a Scheme, immediately prior to 12 noon on
the Business Day before the Court Sanction Hearing, and (y) where the
Acquisition is implemented by way of an Offer, at the time at which the Offer
becomes otherwise unconditional;
Certain events occurring since 31 March 2026
(p) except as Disclosed, no member of the Tate & Lyle Group
having, since 31 March 2026:
(i) (other than as specified in the Co-operation Agreement) issued or
agreed to issue or authorised or proposed the issue of, additional shares of
any class, or securities or securities convertible into, or exchangeable for,
or rights, warrants or options to subscribe for or acquire, any such shares or
securities or convertible securities or transferred, sold or agreed to
transfer or sell or authorise or propose the transfer or sale of shares out of
treasury (except, where relevant, (1) intra-Group; or (2) in connection with
the exercise of employee share options or vesting and/or settlement of
employee share awards in either case (within this (2)) in the ordinary course
under and in accordance with the terms of the Tate & Lyle Share Plans);
(ii) recommended, declared, paid or made or proposed or resolved
to recommend, declare, pay or make any dividend or other distribution (whether
payable in cash or otherwise) other than the Permitted Dividends or dividends
(or other distributions whether payable in cash or otherwise) lawfully paid or
made intra-Group;
(iii) save for intra-Group transactions, implemented, effected,
authorised, proposed or announced its intention to implement, effect,
authorise or propose any merger, demerger, reconstruction, amalgamation,
sub-division, scheme, commitment or acquisitions or disposal of assets or
shares or loan capital (or the equivalent thereof) in any undertaking or
undertakings in any such case to an extent which is or could reasonably be
expected to be material in the context of the Tate & Lyle Group taken as a
whole;
(iv) save for intra-Group transactions, disposed of, or transferred,
mortgaged or charged, or created any security interest over any material asset
or any right, title or interest in any material asset (including shares and
trade investments) or authorised, proposed or announced any intention to do so
other than in the ordinary course of business and to the extent that is, or
could reasonably be expected to be, material in the context of the Tate &
Lyle Group taken as a whole;
(v) save for intra-Group transactions entered into the ordinary
course of business, entered into, implemented or authorised the entry into,
any joint venture, asset or profit-sharing arrangement, partnership or merger
of business or corporate entities, in each case, to an extent which is
material in the context of the Tate & Lyle Group taken as whole;
(vi) made any alteration to its memorandum or articles of association or
other incorporation documents (other than in connection with the Scheme);
(vii) save for intra-Group transactions, made, authorised, proposed or
announced an intention to propose any material change in its loan capital;
(viii) save for intra-Group transactions, issued, authorised or
proposed or announced an intention to authorise or propose the issue of any
debentures, or any change in or to the terms of any debentures or incurred or
increased any indebtedness which is, or could reasonably be expected to be,
material in the context of the Tate & Lyle Group taken as a whole;
(ix) other than the Permitted Dividends, purchased, redeemed or repaid or
announced any proposal to purchase, redeem or repay any of its own shares or
other securities or reduced or, save in respect to the matters mentioned in
sub-paragraph (i) above, made any other change to any part of its share
capital;
(x) entered into or varied or authorised, proposed or announced its
intention to enter into or vary any material contract, arrangement, agreement,
transaction or commitment (whether in respect of capital expenditure or
otherwise) except in the ordinary course of business which is (a) of a
long-term, onerous or unusual nature or magnitude, or (b) which is or could
reasonably be expected to be materially restrictive on the businesses of any
member of the Tate & Lyle Group (other than to a nature and extent which
is normal in the context of the business concerned), which, taken together
with any other such material contract, arrangement, agreement, transaction or
commitment is material in the context of the Tate & Lyle Group as a whole;
(xi) entered into, varied (or having offered to vary) the terms of
employment of any director or senior manager of any member of the Tate &
Lyle Group other than: (A) in the ordinary course of business; or (B) as a
result of any change in applicable law; (C) as agreed by Ingredion and (if
required) the Panel; or (D) otherwise specified in the Co-operation Agreement;
(xii) (other than in respect of a member of the Tate & Lyle
Group which is dormant and was solvent at the relevant time) taken or proposed
any steps, corporate action or had any legal proceedings started or threatened
against it in relation to the suspension of payments, a moratorium of
indebtedness, its winding-up (voluntary or otherwise), dissolution or
reorganisation or for the appointment of a receiver, administrative receiver,
administrator, trustee or similar officer of all or any of its assets or
revenues or any analogous or equivalent steps or proceedings in any
jurisdiction or appointed any analogous person in any jurisdiction or had any
such person appointed, in each case to the extent material in the context of
the Tate & Lyle Group taken as a whole;
(xiii) been unable, or admitted in writing that it is unable, to pay
its debts when they fall due or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business which is material in the
context of the Tate & Lyle Group taken as a whole;
(xiv) entered into any contract, transaction or arrangement which would
be materially restrictive on the business of any member of the Tate & Lyle
Group other than to a nature and extent which is normal in the context of the
business concerned;
(xv) terminated or varied the terms of any agreement or arrangement
between any member of the Tate & Lyle Group and any other person in a
manner which would or might reasonably be expected to be materially adverse to
the Tate & Lyle Group taken as a whole;
(xvi) otherwise than in the ordinary course of business, waived,
compromised or settled any claim or regulatory proceeding (whether actual or
threatened) by or against any member of the Tate & Lyle Group, which is
material in the context of the Tate & Lyle Group taken as a whole;
(xvii) except in relation to changes made or agreed as a result of, or
arising from, changes to legislation, made or agreed or consented to or
procured any change to, or the custodian or trustee of any scheme having made
a change to:
(1) the terms of the trust deeds constituting the pension
scheme(s) established by any member of the Tate & Lyle Group for its
directors, employees, former employees or their dependents;
(2) the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable thereunder;
(3) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or determined;
(4) the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued or made; or
(5) having carried out any act which would or could reasonably be
expected to create a material debt owed by an employer to any such plan which
would or could reasonably be expected to accelerate any obligation on any
employer to fund or pay additional contributions to any such plan in any
material respect,
in each case, to the extent material in the context of the Tate & Lyle
Group taken as a whole;
(xviii) proposed, agreed to provide or modified, in such a manner
constituting a material change, the terms of any Tate & Lyle Share Plan or
any other share option scheme, incentive scheme, retention scheme or other
benefit (including compensation) relating to the employment or termination of
employment of a senior manager of the Tate & Lyle Group other than: (A) as
a result of any change in applicable law; (B) in accordance with the terms of
the Co-operation Agreement; (C), if permitted by the Takeover Code; or (D) as
otherwise agreed by Ingredion and/or (if required) the Panel;
(xix) other than with the consent of Ingredion, having taken (or
agreed or proposed to take) any action which requires, or would require, the
consent of the Panel or the approval of Tate & Lyle Shareholders in a
general meeting in accordance with, or as contemplated by, Rule 21.1 of the
Takeover Code; or
(xx) entered into any agreement, commitment or arrangement or passed any
resolution or made any offer (which remains open for acceptance) or proposed
or announced any intention with respect to any of the transactions, matters or
events referred to in this Condition (p),
and, for the purposes of sub-paragraphs (i) to (v) (inclusive), (vii) and
(viii) of this Condition, the term "Group" shall mean Tate & Lyle and its
wholly-owned subsidiaries;
No material adverse change, litigation, regulatory enquiry or similar
(q) except as Disclosed, since 31 March 2026:
(i) no adverse change or deterioration having occurred, and no
circumstance having arisen which would or might reasonably be expected to
result in any adverse change or deterioration, in the business, assets,
financial or trading position, profits or prospects of any member of the Tate
& Lyle Group which is material in the context of the Tate & Lyle Group
taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Tate & Lyle Group is or
may become a party (whether as a plaintiff, defendant or otherwise) and no
enquiry, review investigation or other regulatory proceedings by, or complaint
or reference to, any Third Party against or in respect of any member of the
Tate & Lyle Group having been instituted, announced, implemented or
threatened by or against or remaining outstanding in respect of any member of
the Tate & Lyle Group which in any such case might reasonably be expected
to materially adversely affect the Tate & Lyle Group taken as a whole;
(iii) no contingent or other liability having arisen or become
apparent or increased which affects, or which could reasonably be expected to
affect materially and adversely the business, assets, financial or trading
position or profits or prospects of any member of the Tate & Lyle Group
(and where such effect is or could reasonably be expected to be material in
the context of the Tate & Lyle Group as a whole);
(iv) no steps having been taken which would or might be reasonably
likely to result in the withdrawal, cancellation, termination or modification
of any licence held by any member of the Tate & Lyle Group which is
necessary for the proper carrying on of its business, in circumstances where
the withdrawal, cancellation, termination or modification of such licence has
had, is having, or could reasonably be expected to have an effect which is or
could reasonably be expected to be material in the context of the Tate &
Lyle Group as a whole; and
(v) no member of the Tate & Lyle Group having conducted its
business in material breach of any applicable laws and regulations where such
breach might reasonably be expected to have a material adverse effect on the
Tate & Lyle Group taken as a whole;
No discovery of certain matters regarding information, liabilities and
environmental issues
(r) except as Disclosed, Ingredion not having discovered:
(i) that any financial, business or other information concerning the
Tate & Lyle Group as contained in the information publicly disclosed at
any time by or on behalf of any member of the Tate & Lyle Group is
misleading, contains a material misrepresentation of fact or omits to state a
fact necessary to make that information not misleading and which was not
subsequently corrected before the date of this announcement by public
disclosure, and which is, or was, or could reasonably be expected to be,
material in the context of the Tate & Lyle Group taken as a whole;
(ii) that any member of the Tate & Lyle Group, is subject to
any liability (contingent or otherwise) which is not disclosed in the 2026
Tate & Lyle Annual Report and which is material in the context of the Tate
& Lyle Group taken as a whole;
(iii) that any past or present member of the Tate & Lyle Group
has failed to comply in any material respect with any applicable legislation,
regulations or other requirements of any jurisdiction or any Authorisations
relating to the use, treatment, storage, carriage, disposal, discharge,
spillage, release, leak or emission of any waste or hazardous substance or any
substance likely to impair the environment (including property) or harm human
health or otherwise relating to environmental matters or the health and safety
of humans, which non compliance would be likely to give rise to any material
liability including any penalty for non-compliance (whether actual or
contingent) on the part of any member of the Tate & Lyle Group and which
is material in the context of the Tate & Lyle Group taken as a whole;
(iv) that there has been a material disposal, discharge,
accumulation, emission, or the migration of any waste or hazardous substance
or any substance likely to impair the environment (including any property) or
harm human health (whether or not giving rise to non-compliance with any law
or regulation), which would be likely to give rise to any material liability
(whether actual or contingent) on the part of any member of the Tate &
Lyle Group and which is material in the context of the Tate & Lyle Group
as a whole;
(v) that there is or is reasonably expected to be any obligation
or liability (whether actual or contingent) or requirement including
circumstances which would be reasonably likely to lead to a Third Party
instituting an environment audit which would be reasonably likely to result in
such material obligation, liability or requirement, to improve, install new
plant or equipment, or to make good, remediate, repair, reinstate or clean up
any property, asset or any controlled waters currently or previously owned,
occupied, operated or made use of or controlled by any past or present member
of the Tate & Lyle Group (or on its behalf), or in which any such member
may have or previously have had or be deemed to have had an interest, under
any environmental legislation, common law, regulation, notice, circular,
Authorisation or order of any Third Party or any other person or body in any
jurisdiction or to contribute to the cost thereof or associated therewith or
indemnify any person in relation thereto and which is material in the context
of the Tate & Lyle Group taken as a whole;
(vi) any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Tate & Lyle
Group and which is material in the context of the Tate & Lyle Group as a
whole;
Anti-corruption, sanctions, criminal property
(s) except as Disclosed, no member, director, officer or
employee of the Tate & Lyle Group or any person that performs or has
performed services (or otherwise acts or has acted) for or on behalf of any
such company being or at any time having been engaged in any activity,
practice or conduct which would constitute an offence under the Bribery Act
2010, the US Foreign Corrupt Practices Act of 1977 or any other
anti-corruption or anti-bribery law, rule or regulation or legislation
applicable to the Tate & Lyle Group;
(t) except as Disclosed: (i) no asset nor any member of the
Tate & Lyle Group constitutes criminal property as defined by section
340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of
that definition) or proceeds of crime under any other applicable law, rule or
regulation concerning money laundering or proceeds of crime; and (ii) no
member of the Tate & Lyle Group having engaged in any activity
constituting money laundering under any applicable law, rule or regulation
concerning money laundering;
(u) no member, director, officer or employee of the Tate &
Lyle Group or any person that performs or has performed services for or on
behalf of any such member, director, officer or employee being or at any time
having been engaged in any activity or business with, made any investments in,
made any funds or assets available to or received any funds or assets from any
government, entity or individual in respect of which US, United Kingdom or
European Union persons, or persons operating in those territories, are
prohibited from engaging in activities or doing business, or from receiving or
making available funds or economic resources, by the United Nations, US,
United Kingdom or European Union laws or regulations, or are targeted or
covered by any economic sanctions including the economic sanctions
administered by the United States Office of Foreign Assets Control, or HM
Treasury & Customs, save that this shall not apply if and to the extent
that it is or would be unenforceable by reason of breach of any applicable
Blocking Law;
(v) except as Disclosed, no member of the Tate & Lyle Group
being or at any time having been engaged in a transaction which would cause
any member of the Ingredion Group to be in breach of any applicable law or
regulation on completion of the Acquisition save that this shall not apply if
and to the extent that it is or would be unenforceable by reason of breach of
any applicable Blocking Law; and
(w) no member, director, officer or employee of the Tate &
Lyle Group, or any other person for whom any such person may be liable or
responsible: (i) having engaged in conduct which would violate any relevant
anti-terrorism laws, rules, or regulations, including but not limited to the
US Anti-Terrorism Act; (ii) having engaged in conduct which would violate any
relevant anti-boycott law, rule, or regulation or any applicable export
controls, including but not limited to the Export Administration Regulations
administered and enforced by the US Department of Commerce or the
International Traffic in Arms Regulations administered and enforced by the US
Department of State; (iii) having engaged in conduct which would violate any
relevant laws, rules, or regulations concerning human rights, including but
not limited to any law, rule, or regulation concerning false imprisonment,
torture or other cruel and unusual punishment, or child labour; (iv) being
debarred or otherwise rendered ineligible to bid for or to perform contracts
for or with any government, governmental instrumentality, or international
organization or found to have violated any applicable law, rule, or regulation
concerning government contracting or public procurement.
Part B
Certain further terms
1. Subject to the requirements of the Panel and the Takeover
Code, Ingredion reserves the right in its sole discretion to waive:
(a) the deadline set out in Condition 1 in Part A of this Appendix
1, and any of the deadlines set out in Condition 2 in Part A of this Appendix
1 for the timing of the Court Meeting, the General Meeting and/or the Court
Sanction Hearing. If any such deadline is not met, Ingredion will make an
announcement by 8.00 a.m. (London time) on the Business Day following such
deadline confirming whether it has invoked or waived the relevant Condition or
extended the deadline in relation to the relevant Condition in accordance with
the terms on which such deadline may be extended. In all other respects,
Conditions 1 and 2 in Part A of this Appendix 1 cannot be waived; and
(b) in whole or in part, all or any of the Conditions in Part A
of this Appendix 1, except for Conditions 1 and 2 which cannot be waived.
2. The Scheme will be subject to the fulfilment (or waiver, if
permitted) of the Conditions (in particular the Material Antitrust Conditions
highlighted in paragraph 6 of this Announcement) set out in Part A of this
Appendix 1, to the further terms set out in this Part B of Appendix 1, and to
the full terms and conditions which will be set out in the Scheme Document,
and such further terms as may be required to comply with the provisions of the
Takeover Code.
3. Ingredion shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as satisfied or
fulfilled any of the Conditions that it is entitled (with the consent of the
Panel and subject to the requirements of the Takeover Code) to invoke by a
date earlier than the latest date specified above for the fulfilment or waiver
thereof, notwithstanding that the other Conditions of the Acquisition may at
such earlier date have been waived or fulfilled and that there are at such
earlier date no circumstances indicating that any of such Conditions may not
be capable of fulfilment.
4. If Ingredion is required by the Panel to make an offer for Tate
& Lyle Shares under the provisions of Rule 9 of the Takeover Code,
Ingredion may make such alterations to any of the above Conditions and terms
of the Acquisition as are necessary to comply with the provisions of that
Rule.
5. Under Rule 13.5(a) of the Takeover Code and subject to the
remaining provision of this paragraph 5, Ingredion may only invoke a Condition
so as to cause the Acquisition not to proceed, to lapse or to be withdrawn
with the consent of Panel. The Panel will normally only give its consent if
the circumstances which give rise to the right to invoke the Condition are of
material significance to Ingredion in the context of the Acquisition. This
will be judged by reference to the facts of each case at the time that the
relevant circumstances arise. Conditions 1 and 2 above and, if applicable, any
acceptance condition if the Acquisition is implemented by means of an Offer,
are not subject to Rule 13.5(a) of the Takeover Code. Particular attention is
also drawn to the Material Antitrust Conditions as highlighted and described
at paragraph 6 of this Announcement.
6. Any Condition that is subject to Rule 13.5(a) of the
Takeover Code may be waived by Ingredion.
7. The Tate & Lyle Shares acquired under the Acquisition
will be acquired fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third party rights
and interests of any nature and together with all rights attaching or accruing
to them, including, without limitation, voting rights and the right to receive
and retain in full all dividends and other distributions (if any) announced,
declared, made or paid, or any other return of capital (whether by reduction
of share capital or share premium account or otherwise) made on or after the
Effective Date (other than the Permitted Dividends).
8. If, on or after the date of this announcement but prior to
or on the Effective Date, any dividend and/or other form of capital return or
distribution (other than the Permitted Dividends) is announced, authorised,
declared, made or paid or becomes payable in respect of Tate & Lyle
Shares, and with a record date prior to or on the Effective Date, Ingredion
reserves the right (without prejudice to any right of Ingredion, with the
consent of the Panel, to invoke Condition 3(p)(ii) in this Appendix 1) to
reduce the Cash Consideration by an amount up to the amount of such dividend
and/or distribution and/or return of capital, in which case any reference in
this announcement to the Cash Consideration will be deemed to be a reference
to the Cash Consideration as so reduced. Any exercise by Ingredion of its
rights referred to in this paragraph shall be the subject of an announcement
and, for the avoidance of doubt, shall not be regarded as constituting any
revision or variation of the terms of the Scheme. In such circumstances, Tate
& Lyle Shareholders would be entitled to retain any such dividend,
distribution or other return of capital declared, made or paid which becomes
payable. If and to the extent that any such dividend, distribution or other
return of capital is announced, declared, made or paid or becomes payable and
is either: (i) transferred pursuant to the Acquisition on a basis which
entitles Ingredion to receive the dividend, distribution or other return of
capital and to retain it; or (ii) cancelled before payment, the Cash
Consideration shall not be subject to change in accordance with this paragraph
8. Any exercise by Ingredion of its rights referred to in this paragraph 8
shall not be regarded as constituting any revision or variation of the
Acquisition.
9. Ingredion reserves the right to elect to implement the
Acquisition by way of an Offer as an alternative to the Scheme (with the
consent of the Panel and subject to the terms of the Co-operation Agreement).
In such event, the Offer would be implemented on the same terms, so far as
applicable, and subject to the terms of the Co-operation Agreement, as those
which would apply to the Scheme, subject to appropriate amendments to reflect,
among other things, the change in the method of effecting the Acquisition
(including, without limitation those required by, or deemed appropriate by,
Ingredion under applicable law, including US securities law). Further, if
sufficient acceptances of such Offer are received and/or sufficient Tate &
Lyle Shares are otherwise acquired, it is the intention of Ingredion to apply
the provisions of the Companies Act 2006 to acquire compulsorily any
outstanding Tate & Lyle Shares to which such offer relates.
10. The availability of the Acquisition to persons not resident in
the United Kingdom may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements.
11. The Acquisition is not being made, directly or indirectly, in,
into or from, or by use of the mails of, or by any means of instrumentality
(including, but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or of
any facility of a national, state or other securities exchange of, any
Restricted Jurisdiction.
12. This announcement and any rights or liabilities arising hereunder,
the Acquisition and the Scheme, and any proxies will be governed by English
law and be subject to the jurisdiction of the Court and to the Conditions (in
particular the Material Antitrust Conditions highlighted at paragraph 6 of
this Announcement) and further terms set out in this Appendix 1 and the full
terms and conditions to be set out in the Scheme Document. The Co-operation
Agreement and any dispute or claim arising out of, or in connection with, it
(whether contractual or non-contractual in nature) is governed by English law
(save to the extent expressly set out therein) and is subject to the
jurisdiction of the courts of England and Wales. The Acquisition will be
subject to the applicable requirements of English law, the Takeover Code, the
Panel, the London Stock Exchange and the FCA.
13. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.
Appendix 2
Sources and Bases of Information
In this announcement:
1. Unless otherwise stated, historical financial information
relating to the Tate & Lyle Group has been extracted or derived (without
any adjustment) from the Tate & Lyle FY26 Financial Results.
2. The revenue of the Combined Group is calculated as:
(a) Tate & Lyle Full Year FY26 Revenue of £2,006 million
($2,697 million); plus
(b) Ingredion LTM Revenue as of 31st March 2026 of $7,198
million.
3. The adjusted EBITDA of the Combined Group is calculated as:
(a) Run-rate net cost synergies of approximately $130 million;
plus
(b) Tate & Lyle Full Year FY26 adjusted EBITDA of £415
million ($558 million) plus the Full Year FY26 Share-based Payments of £8
million ($11 million); plus
(c) Ingredion LTM adjusted EBITDA as of 31st March 2026 of
$1,219 million, calculated as:
(i) LTM adjusted Operating Income of $967 million; plus
(ii) LTM Depreciation and Amortisation of $222 million; plus
(iii) LTM Share-based Compensation of $35 million; less
(iv) LTM Restructuring Cost Adjustment of $5 million.
4. As at the Latest Practicable Date, Tate & Lyle's fully
diluted equity value has been calculated on the basis of a fully diluted
ordinary share capital of approximately 452,812,931 based on:
(a) 476,744,583 Tate & Lyle Shares in issue; less
(b) 31,294,579 Tate & Lyle Shares held in treasury; plus
(c) 9,590,949 Tate & Lyle Shares which may be issued or
transferred out of treasury on or after the date of this announcement to
satisfy the exercise of employee options or vesting of share awards pursuant
to the Tate & Lyle Share Plans which are outstanding at the Latest
Practicable Date; less
(d) 2,228,022 Tate & Lyle Shares held by the Tate & Lyle
employee benefit trust that can be used to satisfy the exercise of options or
vesting of awards pursuant to the Tate & Lyle Share Plans.
5. The value of approximately £2.7 billion ($3.6 billion) for the
entire issued and to be issued ordinary share capital of Tate & Lyle
implied by the Cash Consideration is calculated on the basis of:
(a) the Cash Consideration of 595 pence per Tate & Lyle
Share; and
(b) the fully diluted number of Tate & Lyle Shares as
referred to in paragraph 4 above.
6. The enterprise value implied by the Cash Consideration for
Tate & Lyle of approximately £3.7 billion ($5.0 billion) is calculated
with reference to:
(a) the value of approximately £2.7 billion ($3.6 billion) for the
entire issued and to be issued ordinary share capital of Tate & Lyle in
paragraph 5 above; and
(b) the following balance sheet items taken from the Tate &
Lyle Financial Results for the year ended 31 March 2026, published on 21 May
2026:
(i) total interest bearing liabilities of £1,238 million;
plus
(ii) lease liabilities of £56 million; plus
(iii) net pension liabilities of £101 million; less
(iv) investments in equities of £31 million; less
(v) cash and cash equivalents of £344 million; less
(vi) loan receivable of £11 million.
7. The value of approximately £2.8 billion for the entire issued
and to be issued ordinary share capital of Tate & Lyle implied by the
total value of the Cash Consideration and assuming the Permitted Dividends are
paid in full is calculated on the basis of:
(a) the Cash Consideration of 595 pence per Tate & Lyle
Share;
(b) the Permitted Dividends; and
(c) the fully diluted number of Tate & Lyle Shares as
referred to in paragraph 4 above.
8. The enterprise value implied by the total value of the Cash
Consideration and assuming the Permitted Dividends are paid in full of
approximately £3.8 billion is calculated with reference to:
(a) the value of approximately £2.8 billion for the entire
issued and to be issued ordinary share capital of Tate & Lyle in paragraph
7 above; and
(b) the following balance sheet items taken from the Tate &
Lyle Financial Results for the year ended 31 March 2026, published on 21 May
2026:
(i) total interest-bearing liabilities of £1,238 million;
plus
(ii) lease liabilities of £56 million; plus
(iii) net pension liabilities of £101 million; less
(iv) investments in equities of £31 million; less
(v) cash and cash equivalents of £344 million; less
(vi) loan receivable of £11 million.
9. The enterprise value to adjusted EBITDA (pre-share-based
payments) multiple implied by the Cash Consideration of approximately 8.8
times is calculated with reference to:
(a) the enterprise value implied by the Cash Consideration in
paragraph 6 above; and
(b) the Tate & Lyle adjusted EBITDA plus the Tate & Lyle
Share-based Payments in paragraph 3 above.
10. The Closing Price of Tate & Lyle and volume-weighted
average prices have been derived from Bloomberg and have been rounded to the
nearest single decimal place.
11. Exchange rates have been derived from Bloomberg and have been
rounded to the nearest four decimal places.
12. Certain figures included in this announcement have been
subject to rounding adjustments.
Appendix 3
Details of Irrevocable Undertakings
1. Irrevocable undertakings from Director Shareholders
1.1 The following Tate & Lyle Directors have given irrevocable
undertakings to vote (or, where applicable procure the voting) in favour of
the Scheme at the Court Meeting and the Resolutions to be proposed at the
General Meeting (and if Ingredion, with the consent of the Panel and subject
to the terms of the Co-operation Agreement, subsequently structures the
Acquisition as an Offer, to accept any Offer by Ingredion), in respect of
their own beneficial holdings of Tate & Lyle Shares (or those Tate &
Lyle Shares over which they have control):
Name Number of Tate & Lyle Shares in respect of which undertaking is given Percentage of existing issued share capital
Jeff Carr 10,000 0.0%((6))
John Cheung 5,000 0.0%((6))
Steve Foots((1)) 16,100 0.0%((6))
Nick Hampton((2)) 1,006,585 0.2%
David Hearn((3)) 27,261 0.0%((6))
Sarah Kuijlaars 85,000 0.0%((6))
Kimberly Nelson((4)) 6,568 0.0%((6))
Warren Tucker 9,944 0.0%((6))
Claudia Vaz de Lestapis((5)) 20,000 0.0%((6))
( )
(Notes)(:)
((1)) (Tate & Lyle Shares are held jointly in the
name of Steve Foots and Alison Foots.)
((2)) (268,285 Tate & Lyle Shares held by Alison Hampton.)
((3)) (8,200 Tate & Lyle Shares held jointly by David Hearn and Laurie
Anne Hearn.)
((4)) (Represented by 1,642 Tate & Lyle ADSs held jointly by Kimberly
Nelson.)
((5)) (Represented by 5,000 Tate & Lyle ADSs held jointly by Cláudia Vaz
de Lestapis and Alexandre Samuel Pierre Marie de Lestapis.)
((6)) (Represents less than 0.1% of existing issued share capital.)
1.2 The obligations contained in the irrevocable undertakings
referred to in paragraph 1.1 above lapse and cease to have effect if:
(a) Ingredion announces, with the consent of the Panel, and
before the Scheme Document is published, that it does not intend to proceed
with the Acquisition and no new, revised or replacement Scheme is announced by
Ingredion in accordance with Rule 2.7 of the Takeover Code;
(b) the Scheme Document (or offer document, as applicable) is not
published within 28 days of the date of issue of the Rule 2.7 Announcement (or
such later date as the Panel may agree);
(c) the Scheme or Offer (as the case may be) has lapsed or been
withdrawn (this shall not apply where the Scheme lapses or is withdrawn solely
as a result of Ingredion exercising its right to implement the Acquisition by
way of an Offer rather than a Scheme) and no new, revised or replacement
Scheme or Offer has been announced by Ingredion or its affiliates in
accordance with Rule 2.7 of the Takeover Code at the same time; or
(d) any competing offer for the issued and to be issued ordinary
share capital of Tate & Lyle is made which becomes or is declared
unconditional (if implemented by way of an Offer) or otherwise becomes
effective (if implemented by way of a Scheme).
2. Irrevocable undertaking from Huber
2.1 In addition to the Director Shareholders, Ingredion has also
received an irrevocable undertaking to vote in favour of the Scheme at the
Court Meeting and the Resolutions to be proposed at the General Meeting (and
if Ingredion, with the consent of the Panel and subject to the terms of the
Co-operation Agreement, subsequently structures the Acquisition as an Offer,
to accept any Offer (provided it is on terms no less favourable to Tate &
Lyle Shareholders than as set out in this announcement) by Ingredion) from
Huber in respect of the Huber Shares representing, in aggregate, approximately
16.8 per cent. of Tate & Lyle's existing issued ordinary share capital as
at the Latest Practicable Date.
2.2 Notwithstanding the undertakings at paragraph 2.1 of this
Appendix 3, following the earlier of: (i) the date that the 2027 Interim
Dividend is received by Huber; and (ii) 1 February 2027, Huber shall have the
right (but not the obligation) to sell or otherwise transfer up to 100 per
cent. of the Huber Shares (in one or a series of trades), provided that: (i)
the Court Meeting and the General Meeting have each concluded; and (ii) Huber
shall not sell or dispose of Huber Shares comprising more than 2 per cent. in
aggregate of the Tate & Lyle Shares to any person(s) (or any person acting
in concert with such person(s)) without the consent of J.P. Morgan, who may
withhold such consent if, in its opinion, the proposed transfer is to an
actual or potential competing bidder for Tate & Lyle.
2.3 All of Huber's obligations in respect of the irrevocable
undertakings given to Ingredion shall terminate and be of no further effect if
(amongst other circumstances) a competing firm offer under Rule 2.7 of the
Takeover Code is announced in respect of the Tate & Lyle Shares which
exceeds the aggregate value per Tate & Lyle Share of the Cash
Consideration plus the Permitted Dividends by 10 per cent. or more.
2.4 In addition, Huber's obligations in respect of the irrevocable
undertaking shall cease in the event that:
(a) Ingredion announces, with the consent of the Panel, and
before the Scheme Document is published, that it does not intend to proceed
with the Acquisition and no new, revised or replacement Scheme is announced by
Ingredion in accordance with Rule 2.7 of the Takeover Code;
(b) the Scheme Document (or offer document, as applicable) is not
published within 28 days of the date of issue of the Rule 2.7 Announcement (or
such later date as the Panel may agree);
(c) the Scheme or Offer (as the case may be) has lapsed or been
withdrawn (this shall not apply where the Scheme lapses or is withdrawn solely
as a result of Ingredion exercising its right to implement the Acquisition by
way of an Offer rather than a Scheme) and no new, revised or replacement
Scheme or Offer has been announced by Ingredion or its affiliates in
accordance with Rule 2.7 of the Takeover Code at the same time;
(d) if the Scheme or the Offer (as the case may be) has not, in
accordance with the requirements of the Takeover Code, become Effective on or
before 11.59 p.m. London time on the Long Stop Date; or
(e) any competing offer for the issued and to be issued ordinary
share capital of Tate & Lyle is made which becomes or is declared
unconditional (if implemented by way of Offer) or otherwise becomes effective
(if implemented by way of a Scheme).
Appendix 4
Tate & Lyle Directors Confirmation
1. Tate & Lyle Statement
On 21 May 2026, Tate & Lyle announced its financial results for the 12
months ended 31 March 2026 (the "Tate & Lyle FY26 Financial Results"). As
part of that announcement, the Tate & Lyle Statement regarding the outlook
for the full financial year to 31 March 2027 was published, as follows:
"For the year ending 31 March 2027 on a constant currency basis we currently
expect to deliver:
· Modest revenue growth, underpinned by volume growth, weighted to
the second half
· Broadly flat EBITDA before the c.US$20 million impact of the
rescheduling of the consolidation of bio-gums capacity.
Our outlook currently assumes a limited impact from the conflict in the Middle
East, and we are taking actions to mitigate cost inflation through a range of
initiatives including procurement activities, operational discipline and
pricing action."
The Tate & Lyle Statement is made again today in paragraph 9.
The Panel has confirmed that the Tate & Lyle Statement constitutes an
ordinary course profit forecast for the purposes of Rule 28.1 of the Takeover
Code, to which the requirements of Rule 28.1(c)(i) of the Takeover Code apply.
2. Confirmations by the Tate & Lyle Directors
The Tate & Lyle Directors have considered the Tate & Lyle Statement
and confirm that, as at the date of this announcement, the Tate & Lyle
Statement remains valid, has been properly compiled on the basis of the
assumptions set out below and the basis of accounting used is consistent with
Tate & Lyle's existing accounting policies.
3. Basis of preparation and assumptions
The Tate & Lyle Statement has been compiled on the basis of the
assumptions set out below and the basis of the accounting policies used in the
Tate & Lyle Statement is consistent with the existing accounting policies
of the Tate & Lyle Group.
Factors within the influence and control of the Tate & Lyle Directors
include:
· There is no material change to the present management of Tate &
Lyle;
· There is no material change in the operational structure and
strategy of Tate & Lyle;
· There is no material change to Tate & Lyle's existing or
prospective customer contract or agreements;
· There is no material change in the scale, scope and delivery plan
for the synergies related to the acquisition of CP Kelco or the cost saving
initiatives ongoing;
· There is no material change to any major corporate acquisitions or
disposals, developments, partnership or joint venture agreements being entered
into by Tate & Lyle (for the avoidance of doubt, other than the possible
offer for Tate & Lyle);
· Tate & Lyle's accounting policies will be consistently applied
over the forecast period; and
· There are no material changes in the dividend or capital allocation
policies of Tate & Lyle.
Factors outside the influence or control of the Tate & Lyle Directors
include:
· There will be no changes to existing prevailing macroeconomic or
political conditions in the markets and regions in which Tate & Lyle
operates that would materially affect Tate & Lyle;
· There will be no material change to the foreign exchange,
inflation, and tax rates in the markets and regions in which Tate & Lyle
operates remaining materially unchanged from the prevailing rates;
· There will be no material adverse events or disruption that could
have a significant impact on Tate & Lyle's financial performance,
including litigation, adverse weather events or natural catastrophes that
affect key products, supply chain or markets;
· There will be no material impact from tariffs or uncertainty
related to potential tariffs;
· There will be no further material deterioration in business
conditions as a result of the conflict in the Middle East;
· There will be no material changes in market conditions impacting
either customer demand or competitive environment;
· There will be no material adverse outcome from any ongoing or
future disputes with any customer, competitor, regulator or tax authority;
· There will be no material change in employee attrition rates and no
material change in Tate & Lyle's labour costs, including medical and
pension and other post-retirement benefits driven by external parties or
regulations; and
· There will be no material changes in legislation, taxation,
regulatory requirements, applicable standards or the position of any
regulatory bodies impacting on Tate & Lyle's operations, expenditure, or
its accounting policies.
Other important factors and information are contained in the Tate & Lyle
FY26 Financial Results, 2026 Tate & Lyle Annual Report (including risks
summaries in the section entitled "Risk review") and Tate & Lyle's other
periodic filings and statements available at www.tateandlyle.com.
Appendix 5
Definitions
"2026 Tate & Lyle Annual Report" means the annual report and audited
accounts of Tate & Lyle for the year ended 31 March 2026;
"2026 Final Dividend" has the meaning given to it in paragraph 2 of this
announcement;
"2027 Interim Dividend " has the meaning given to it in paragraph 2 of this
announcement;
"Acquisition" means the proposed acquisition of the entire issued and to be
issued share capital of Tate & Lyle by Ingredion, to be effected by the
Scheme as described in this announcement (or by the Offer under certain
circumstances described in this announcement);
"Authorisations" means regulatory authorisations, orders, recognitions,
grants, consents, clearances, confirmations, certificates, licences,
permissions or approvals;
"Blocking Law" means (i) any provision of Council Regulation (EC) No 2271/1996
of 22 November 1996 (or any law or regulation implementing such Regulation in
any member state of the European Union or the United Kingdom); or (ii) any
similar blocking or anti-boycott law;
"Bridge Facility" means the 364-day bridge loan agreement entered into between
Ingredion (as borrower), the lenders from time to time party thereto and
JPMorgan Chase Bank, N.A. (as administrative agent and sole bookrunner and
sole arranger) on or about the date hereof;
"Business Day" means a day (other than a Saturday, Sunday or public holiday in
England) on which banks are generally open for business in London;
"Cash Consideration" has the meaning given to it in paragraph 2 of this
announcement;
"CEO" means Chief Executive Officer;
"Citi" means Citigroup Global Markets Limited;
"Clean Team Agreement" has the meaning given to it in paragraph 13.3 of this
announcement;
"close relative" has the meaning given to it in (or the definition applied by
the Panel in accordance with) the Takeover Code;
"Closing Price" means the closing middle market price of a Tate & Lyle
Share on a particular trading day as derived from Bloomberg;
"CMA" means the UK Competition and Markets Authority, the competent UK
authority responsible for competition;
"Combined Group" means the enlarged group comprising the Tate & Lyle Group
and the Ingredion Group following the Acquisition;
"Companies Act 2006" means the UK Companies Act 2006;
"Conditions" means the conditions to the implementation of the Acquisition
(including the Material Antitrust Conditions highlighted at paragraph 6 of
this Announcement), as set out in Appendix 1 to this announcement and to be
set out in the Scheme Document;
"Confidentiality Agreement" has the meaning given to it in paragraph 13.1 of
this announcement;
"Confidentiality and Joint Defence Agreement" has the meaning given to it in
paragraph 13.4 of this announcement;
"Co-operation Agreement" has the meaning given to it in paragraph 13.2 of this
announcement;
"Court" means the High Court of Justice in England and
Wales;
"Court Meeting" means the meeting or meetings of the Tate & Lyle
Shareholders (or any class or classes thereof) to be convened by order of the
Court pursuant to Part 26 of the Companies Act 2006 (notice of which will be
set out in the Scheme Document) for the purpose of considering and, if thought
fit, approving the Scheme (with or without amendment) and any adjournment,
postponement or reconvention thereof;
"Court Sanction Hearing" means the hearing of the Court to sanction the Scheme
under Part 26 of the Companies Act 2006;
"CREST" means the relevant system (as defined in the Uncertificated Securities
Regulations 2001 (SI 2001/3755)) in respect of which Euroclear UK &
International Limited is the Operator (as defined in those Regulations) in
accordance with which securities may be held and transferred in uncertificated
form;
"Dealing Disclosure" has the same meaning as in Rule 8 of the Takeover Code;
"Delisting" has the meaning given to it in paragraph 16 of this announcement;
"Deposit Agreement" means the amended and restated deposit agreement between
Citi and Tate & Lyle dated 15 October 2019 governing the Tate & Lyle
ADSs;
"Director Shareholders" means Jeff Carr, John Cheung, Steve Foots, Nick
Hampton, David Hearn, Sarah Kuijlaars, Kimberly Nelson, Warren Tucker and
Claudia Vaz de Lestapis each of whom has entered into an irrevocable
undertaking with Ingredion on the terms described in Appendix 3;
"Disclosed" means the information which has been disclosed by or on behalf of
Tate & Lyle: (i) in the 2026 Tate & Lyle Annual Report; (ii) the Tate
& Lyle FY26 Financial Results; (iii) in this announcement; (iv) in any
other announcement to a Regulatory Information Service prior to the
publication of this announcement; (v) in the virtual data room operated by or
on behalf of Tate & Lyle in respect of the Acquisition on or prior to 5
June 2026; or (vi) as otherwise fairly disclosed to Ingredion (or its
respective officers, employees, agents or advisers in each case in their
capacity as such) prior to the date of this announcement;
"Disclosure Guidance and Transparency Rules" means the disclosure guidance and
transparency rules made by the FCA and forming part of the FCA's handbook of
rules and guidance, as amended from time to time;
"Effective" means in the context of the Acquisition: (i) if the Acquisition is
implemented by way of the Scheme, the Scheme having become effective in
accordance with its terms; or (ii) if the Acquisition is implemented by way of
an Offer, the Offer having been declared or having become unconditional in all
respects in accordance with the requirements of the Takeover Code;
"Effective Date" means the date on which the Scheme (or Offer, as applicable)
becomes Effective in accordance with its terms;
"Excluded Shares" means any Tate & Lyle Shares held in treasury by Tate
& Lyle;
"Executive Retention Awards" has the meaning given to it in paragraph 16 of
this announcement;
"FCA" means the Financial Conduct Authority;
"Fee and Syndication Letter" means the fee and syndication letter agreement
between Ingredion and JPMorgan Chase Bank, N.A. in connection with the Bridge
Facility dated on or about the date hereof;
"FSMA" means the Financial Services and Markets Act 2000;
"General Meeting" means the general meeting of Tate & Lyle Shareholders to
be convened in connection with the Scheme for the purpose of considering and,
if thought fit, approving, inter alia, the Resolutions, and any adjournment,
postponement or reconvention thereof;
"Goldman Sachs" means Goldman Sachs International;
"Greenhill" means Greenhill & Co. International LLP;
"Group" means Tate & Lyle and its subsidiary undertakings and, where the
context permits, each of them;
"Hogan Lovells" means Hogan Lovells International LLP and Hogan Lovells US
LLP;
"Huber" means Huber Equity Corporation;
"Huber Shares" means the 75,000,000 Tate & Lyle Shares beneficially owned
by Huber;
"Ingredion" means Ingredion, a corporation incorporated in Delaware, United
States, with its principal executive offices located at 5 Westbrook Corporate
Center, Westchester, Illinois 60154, United States, and listed on the New York
Stock Exchange (NYSE: INGR);
"Ingredion Group" means Ingredion and its subsidiaries, subsidiary
undertakings, associated undertakings and any other body corporate,
partnership, joint venture or person in which Ingredion and/or such
subsidiaries or undertakings (aggregating their interests) have a Significant
Interest;
"Latest Practicable Date" means at 5 June 2026 (being the last Business Day
prior to the date of this announcement);
"London Stock Exchange" means London Stock Exchange plc;
"Long Stop Date" means 8 December 2027 or such later date as (i) either of
Ingredion or Tate & Lyle may notify to the other, provided such date shall
be no later than 8 June 2028; or (ii) the parties may agree (either with the
consent of the Panel or at the direction of the Panel (as applicable)) and, if
required, as the Court may allow;
"Main Market" means the market of that name operated by the London Stock
Exchange;
"Market Abuse Regulation" means the UK version of the Market Abuse Regulation
(EU) No 596/2014, which came into effect on 1 January 2021 when the EU Market
Abuse Regulation (EU) No 596/2014 was incorporated into United Kingdom
domestic law by the European Union (Withdrawal) Act 2018 and related
legislation, with certain modifications;
"Material Antitrust Conditions" means the Conditions set out in paragraphs
3(a) to 3(l) (inclusive) of Part A of Appendix 1 of this announcement,
relating to the European Union, Brazil, Canada, China, Colombia, Mexico, South
Korea, Tanzania, United Kingdom, United States and Zanzibar;
"Meetings" means the Court Meeting and the General Meeting and, where the
context permits, each of them;
"NS&I Act" means the National Security & Investment Act 2021;
"Offer" means if, subject to the consent of the Panel and the terms of the
Co-operation Agreement, the Acquisition is implemented by way of a takeover
offer as defined in Chapter 3 of Part 28 of the Companies Act 2006, the offer
to be made by or on behalf of Ingredion to acquire the entire issued and to be
issued ordinary share capital of Tate & Lyle and, where the context
admits, any subsequent revision, variation, extension or renewal of such
offer;
"Offer Document" means should the Acquisition be implemented by means of an
Offer, the document to be published by or on behalf of Ingredion in connection
with the Offer, containing, inter alia, the terms and conditions of the Offer;
"Offer Period" means the Offer Period (as defined by the Takeover Code)
relating to Tate & Lyle which commenced on 14 May 2026 and ending on the
earlier of the date on which the Acquisition becomes Effective and/or the date
on which the Acquisition lapses or is withdrawn (or such other date as the
Panel may decide);
"Opening Position Disclosure" has the same meaning as in Rule 8 of the
Takeover Code;
"Overseas Shareholders" means Tate & Lyle Shareholders who are resident
in, ordinarily resident in, or citizens of, jurisdictions outside the United
Kingdom;
"Panel" means the Panel on Takeovers and Mergers;
"Permitted Dividends" has the meaning given to it in paragraph 2 of this
announcement;
"PSP" means Tate & Lyle's performance share plan, including the Tate &
Lyle 2020 Performance Share Plan as approved by Tate & Lyle Shareholders
on 23 July 2020 and any predecessor plan, as amended from time to time;
"Registrar of Companies" means the Registrar of Companies in England and
Wales;
"Regulatory Information Service" means an information service authorised from
time to time by the FCA for the purpose of disseminating regulatory
announcements;
"related trust" has the meaning given to it in (or the definition applied by
the Panel in accordance with) the Takeover Code;
"Regulatory Authority" means any central bank, ministry, governmental,
quasi-governmental, supranational, statutory, court, regulatory,
administrative or investigative body, agency or authority, including, but not
limited to, those exercising powers in relation to anti-trust, competition or
merger control, regulatory (including financial regulatory), taxing, importing
or foreign investment matters, or any other authority, trade agency,
association, institution or professional or environmental or health and safety
body, in any relevant jurisdiction (including the SEC and the New York Stock
Exchange) and any other regulatory authority (in each case) whose consent, or
with whom a submission, filing or notification, is necessary in order to
satisfy any of the Conditions;
"Regulatory Undertaking Carve-out" has the meaning given to it in the
Co-operation Agreement;
"Resolutions" such shareholder resolutions of Tate & Lyle as are necessary
to approve, implement and effect the Scheme and the Acquisition, including
(without limitation) a special resolution to amend the articles of association
of Tate & Lyle by the adoption and inclusion of a new article under which
any Tate & Lyle Shares issued or transferred after the General Meeting
shall either be subject to the Scheme or (after the Scheme Record Time) be
immediately transferred to Ingredion (or as it may direct) in exchange for the
same Cash Consideration as is due under the Scheme;
"Restricted Jurisdiction" means any jurisdiction where local laws or
regulations may result in a significant risk of civil, regulatory or criminal
exposure if information concerning the Acquisition is sent or made available
to Tate & Lyle Shareholders in that jurisdiction;
"Retention Awards" has the meaning given to it in paragraph 16 of this
announcement;
"SEC" means the US Securities and Exchange Commission;
"Scheme" means the proposed scheme of arrangement under Part 26 of the
Companies Act 2006 between Tate & Lyle and Tate & Lyle Shareholders to
implement the Acquisition, with or subject to any modification, addition or
condition approved or imposed by the Court and agreed to by Tate & Lyle
and Ingredion;
"Scheme Court Order" means the order of the Court sanctioning the Scheme under
section 899 of the Companies Act 2006;
"Scheme Document" means the circular relating to the Scheme to be despatched
to Tate & Lyle Shareholders and persons with information rights, setting
out, among other things, the details of the Acquisition, the full terms and
conditions of the Scheme and containing the notices convening the Court
Meeting and the General Meeting (including, as the context requires, any
supplementary scheme document);
"Scheme Record Time" means the time and date specified as such in the Scheme
Document, expected to be 6.30 p.m. on the Business Day immediately after the
Court Sanction Hearing, or such other time as Tate & Lyle and Ingredion
may agree;
"Scheme Shareholder" means a holder of Scheme Shares;
"Scheme Shares" means:
(a) all Tate & Lyle Shares in issue at the date of the
Scheme Document;
(b) any Tate & Lyle Shares issued after the date of the
Scheme Document and prior to the Scheme Voting Record Time; and
(c) any Tate & Lyle Shares issued at or after the Scheme
Voting Record Time and prior to the Scheme Record Time in respect of which the
original or any subsequent holder thereof is bound by the Scheme, or shall by
such time have agreed in writing to be bound by the Scheme,
but in each case other than the Excluded Shares;
"Scheme Voting Record Time" means the date and time specified in the Scheme
Document by reference to which entitlement to vote at the Court Meeting will
be determined, expected to be 6.30 p.m. on the day which is two days before
the Court Meeting or, if the Court Meeting is adjourned to 6.30 p.m. on the
day which is two days before the date of such adjourned Court Meeting;
"Significant Interest" means, in relation to an undertaking, a direct or
indirect interest of 20 per cent. or more of the total voting rights conferred
by the equity share capital (as defined in section 548 of the Companies Act)
of such undertaking;
"Takeover Code" means the City Code on Takeovers and Mergers of the United
Kingdom issued by the Panel, as amended from time to time;
"Tate & Lyle" means Tate & Lyle PLC, a public company incorporated in
England and Wales with registered number 00076535;
"Tate & Lyle ADRs" means the American depositary receipts (including those
in the form of a "Balance Certificate" as defined in the Deposit Agreement)
that are listed on OTCQX under the trading symbol TATYY and evidence the Tate
& Lyle ADSs;
"Tate & Lyle ADS Holder" means a holder of Tate & Lyle ADSs;
"Tate & Lyle ADSs" means the American depositary shares of Tate &
Lyle, each representing a unit of beneficial ownership in four Tate & Lyle
Shares, which are registered in the name of the Tate & Lyle Depositary and
evidenced by the Tate & Lyle ADRs;
"Tate & Lyle ADS Programme" means the Tate & Lyle ADS Programme;
"Tate & Lyle Board" means the board of directors of Tate & Lyle;
"Tate & Lyle Depositary" means Citi, the depositary bank for the Tate
& Lyle ADS Programme;
"Tate & Lyle Directors" means the directors of Tate & Lyle as at the
date of this announcement;
"Tate & Lyle FY26 Financial Results" has the meaning given to it in
paragraph 9 of this announcement;
"Tate & Lyle Group" means Tate & Lyle and its subsidiaries, subsidiary
undertakings, associated undertakings and any other body corporate,
partnership, joint venture or person in which Tate & Lyle and/or such
subsidiaries or undertakings (aggregating their interests) have a Significant
Interest;
"Tate & Lyle Shareholders" means the registered holders of Tate & Lyle
Shares from time to time;
"Tate & Lyle Share Plans" means the Tate & Lyle Sharesave Plan 2020
approved by Tate & Lyle Shareholders on 23 July 2020, the Tate & Lyle
2020 Performance Share Plan approved by Tate & Lyle Shareholders on 23
July 2020, the Tate & Lyle 2013 Performance Share Plan approved by Tate
& Lyle Shareholders on 26 July 2012 and the Tate & Lyle Discretionary
Group Bonus Plan 2024 approved by the remuneration committee of Tate &
Lyle on 21 September 2010, each as amended from time to time;
"Tate & Lyle Shares" means the existing unconditionally allotted or issued
fully paid ordinary shares of 29 1/6 pence each in the capital of Tate &
Lyle and any further such ordinary shares which are unconditionally allotted
or issued before the Scheme becomes Effective;
"Tate & Lyle Statement" has the meaning given to it in paragraph 9 of this
announcement;
"Third Party" means any government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or investigative body,
court, trade agency, association, institution or self-regulatory authority, or
any other body or person whatsoever in any jurisdiction;
"UK" or "United Kingdom" means the United Kingdom of Great Britain and
Northern Ireland;
"Undisturbed Date" means 13 May 2026, being the last Business Day prior to the
start of the Offer Period;
"US" or "United States" means the United States of America, its territories
and possessions, any state of the United States of America and the District of
Columbia;
"US Exchange Act" means US Securities Exchange Act of 1934 (as amended), and
the rules and regulations promulgated thereunder; and
"US Securities Act" means US Securities Act of 1933 (as amended), and the
rules and regulations promulgated thereunder.
For the purposes of this announcement:
· "subsidiary", "subsidiary undertaking" and "undertaking" have the
respective meanings given to them by the Companies Act 2006 and "associated
undertaking" has the meaning given to it by paragraph 19 of Schedule 6 to the
Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations
2008 (other than paragraph 19(1)(b) of Schedule 6 to those Regulations which
shall be excluded for this purpose);
· all references to a statutory provision or law or to any order or
regulation shall be construed as a reference to that provision, law, order or
regulation as extended, modified, amended, replaced or re-enacted from time to
time and all statutory instruments, regulations and orders from time to time
made thereunder or validly deriving therefrom;
· all references to time are to London time unless otherwise stated;
· all references to "£", "GBP", "pence" and "penny" are to the
lawful currency of the United Kingdom;
· all references to "$", "USD", "US$", "cents" and "cent" are to the
lawful currency of the United States of America; and
· references to the singular include the plural and vice versa.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END ACQUWSRRNAUNRRR
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Tate & Lyle
See all newsREG - JPMorgan Sec.Plc Tate & Lyle PLC - Form 8.5 (EPT/RI)-Tate & Lyle plc Amend 1
AnnouncementREG - Threadneedle AM Hdgs Tate & Lyle PLC - Form 8.3 Tate & Lyle Plc
AnnouncementREG - BlackRock Group Tate & Lyle PLC - Form 8.3 - Tate & Lyle plc
AnnouncementREG - Goldman Sachs (EPT) Tate & Lyle PLC - Form 8.5 (EPT/RI)-Amend Tate & Lyle Plc
AnnouncementREG-Millennium Partners, L.P. Form 8.3
Announcement