REG - Unilever PLC McCormick & Co, Inc. - Unilever Foods and McCormick Agreement

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RNS Number : 8876Y  Unilever PLC  31 March 2026

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FOR IMMEDIATE RELEASE

 

ISIN: GB00BVZK7T90

 

31 March 2026

 

Unilever announces the combination of Unilever Foods with McCormick to create
a global flavour powerhouse with a superior growth profile

 

Unilever to become a pureplay HPC business with leading positions in highly
attractive categories, fast growing geographies and channels

 

Unilever PLC ("Unilever") and McCormick & Company, Inc. ("McCormick")
today announced that they have entered into an agreement to combine Unilever's
Foods business(( 1  (#_ftn1) )) ("Unilever Foods") with McCormick.

 

The combination will create a scaled, global flavour powerhouse, bringing
together two industry-leading, culturally-aligned foods businesses with strong
momentum, superior top line growth and enhanced value creation. The combined
business will house leading, iconic brands including McCormick, Knorr and
Hellmann's, and high growth potential brands including Cholula, Maille and
Frank's, as part of a global portfolio with revenues of $20 billion 2 
(#_ftn2) , based on fiscal year 2025 data (the "Transaction").

 

The separation of Unilever Foods will position Unilever as a leading pureplay
HPC company, with €39 billion of revenues based on fiscal year 2025 and a
sector-leading growth profile. Post-completion, Unilever will operate across
Beauty, Wellbeing, Personal Care and Home Care, with leading positions in
attractive categories, fast-growing geographies and channels through a
portfolio of high-performing, innovative brands.

 

The Transaction is another decisive step to reshape Unilever into a simpler,
sharper, higher growth company, built upon synergistic capabilities across
science-led innovation, demand creation and operational execution. Unilever
has delivered superior performance versus the HPC sector over the last three
years, demonstrating the Company's market making abilities and competitive
strengths, which, with even sharper focus, will further strengthen the value
creation model for shareholders.

 

In this Transaction, Unilever and Unilever shareholders will receive a
proportionate mix of McCormick's existing voting and non-voting common stock,
equating to 65.0% of the fully diluted combined company equity, equivalent to
$29.1 billion 3  (#_ftn3) based on the last 1-month volume-weighted average
McCormick share price of $57.84(3). Unilever will also receive $15.7 billion
in cash, subject to certain closing adjustments, that will offset one-off
separation and tax costs; pay down debt to its current level of c.2.0x net
debt to EBITDA following closing; and support €6 billion of share buy-backs
expected to run between 2026 and 2029.

 

The Transaction reflects an enterprise value of $44.8 billion for Unilever
Foods, equivalent to an EV/Sales ratio of 3.6x 4  (#_ftn4) and a 13.8x
EV/EBITDA multiple 5  (#_ftn5) based on the last 1-month volume-weighted
average McCormick share price of $57.84(3 ) which is in line with the current
trading multiple for Unilever, and in line with the most attractive foods
company valuations.

 

Combining McCormick and Unilever Foods

Upon closing, the Transaction will create two focused, faster-growing
businesses in McCormick and Unilever, each better aligned to its categories,
capabilities and value creation model.

The combination of Unilever's Foods business with McCormick will create a
global flavour powerhouse anchored in a portfolio of iconic brands across
herbs, spices, seasonings, cooking aids, sauces and condiments. It will bring
together complementary geographic footprints and a global leading presence
across both retail and food service channels, with deep science and R&D
capabilities to meet consumers' growing demand for flavour.

 

The combined company will have a distinctive, attractive profile within the
foods industry, with leading positions in growth categories and a quality
financial model of superior growth, supported by strong gross margins and
continuous elevated brand investment.

 

McCormick provides a natural home for Unilever Foods, given cultural alignment
between the two companies, and a proven track record of successfully
integrating acquired brands and investing behind them to accelerate growth.

 

The combined company will be led by the McCormick CEO and CFO, with senior
management representation from Unilever Foods.

 

McCormick will retain its existing name; its Hunt Valley, Maryland global
headquarters and NYSE listing. McCormick will establish international
headquarters in the Netherlands and is planning a secondary listing in Europe.

 

Transaction Highlights

 

-     Unilever and its shareholders will receive, in aggregate, shares
equal to 65.0% of the fully diluted combined company equity and Unilever will
receive a cash payment of $15.7 billion upon closing. Unilever shareholders
will own 55.1% of the fully diluted combined company equity. Unilever will own
a 9.9% stake, underscoring its support and confidence in the strategic merits,
integration plan and execution of the combined company. Over time, and not
earlier than one year after closing, Unilever intends to sell down its stake
in an orderly and considered manner. McCormick shareholders will own 35.0% of
the fully diluted combined company equity.

-    The Transaction reflects an attractive valuation with an enterprise
value of $44.8 billion for Unilever Foods, equivalent to an EV/Sales ratio of
3.6x(4) and an 13.8x EV/EBITDA multiple(5) based on the last 1-month
volume-weighted average McCormick share price of $57.84(3) which is in line
with the current trading multiple for Unilever, and in line with the most
attractive foods company valuations.

-     The combined company expects to realise approximately $600 million
of annual run rate cost synergies net of growth reinvestments; with full value
expected to be achieved by the end of year three. Incremental cost and revenue
synergies of $100 million will be reinvested to further drive growth.

-     The Transaction is expected to be structured as a tax-efficient
"Reverse Morris Trust" transaction and is intended to be tax-free for U.S.
federal income tax purposes to Unilever and its shareholders, thereby
mitigating some of the overall transaction-related tax costs.

-    Completion is expected by mid-2027, subject to McCormick shareholder
approval, receipt of required regulatory approvals and the satisfaction of
other customary closing conditions. Works Council consultation will also be
conducted prior to closing of the Transaction.

 

A compelling value proposition for Unilever shareholders

 

Having carefully evaluated the potential strategic options for its Foods
business, the Unilever Board believes the Transaction is in the best interests
of Unilever's shareholders. It will unlock value, enhance the Group's
structural growth profile and simplify the portfolio enabling greater speed of
execution, repeatability at global level and enhanced returns on investment.

 

-   Value unlock: The growth led separation of Foods at an Enterprise
Value/Sales of 3.6x(4) and an Enterprise Value/EBITDA(5) of 13.8x (based on
McCormick's last month VWAP of $57.84(3)), unlocks value in line with
Unilever's overall valuation and with the most attractive foods company
valuations. The upfront cash proceeds of $15.7 billion to be received by
Unilever will offset one-off separation and tax costs; pay down debt to its
current level of c.2.0x leverage; and, support €6 billion of share buy-backs
expected to run between 2026 and 2029.

 

-    Improved growth profile: Following the separation of Unilever Foods,
Unilever will become a leading pureplay HPC business spanning Beauty,
Wellbeing, Personal Care and Home Care. This focuses resources towards
categories with strong structural growth and highest returns. The pro forma
portfolio of Unilever (excluding the separated Foods business) has delivered a
compound annual growth rate of 5.4% underlying sales growth in the last 3
years, alongside a gross margin of 48%, brand marketing investment levels of
18% and an underlying operating margin of 19%.

 

Following separation, and based on FY25 revenues, Unilever is expected to
have:

 

-     An enhanced category footprint, with Beauty, Wellbeing and Personal
Care contributing c.67% of Group turnover (versus 51% in FY25) and with c.90%
of Group revenues in #1 or #2 positions at a category/geography cell level
(based on 322 cells' market share). These categories share structural
tailwinds driven by premiumisation, science-led innovation and exposure to
faster-growing channels.

 

-     A superior footprint in faster-growing markets, with anchor markets
of the United States and India contributing 38% of Group turnover (versus 33%
in FY25) and emerging markets contributing 62% of Group turnover (versus 59%
in FY25). Exposure is increased to geographies with higher population growth,
increasing urbanisation and number of households, growing female labour
participation and wealth expansion.

 

-     A structurally more premium portfolio with greater exposure to
digital commerce.

 

-    Global repeatability and speed, with one shared demand creation model
and a common, integrated set of capabilities across complementary categories
ensuring global repeatability and enhanced returns on investment:

o  "Desire at Scale" as its demand creation framework with 'SASSY' brands at
its core

o  A scaled R&D backbone to accelerate disruptive premium innovation,
built on common science and technology platforms - in areas such as
formulation design, microbiome, surfactants, fragrances and packaging design -
alongside shared digital and AI-led discover and design, regulatory and
laboratory infrastructure

o  An integrated value chain across the procurement of materials,
manufacturing equipment and processes, and operations in manufacturing and
distribution.

 

Medium term value creation algorithm

 

Unilever reaffirms its commitment to and confidence in delivering on its
medium-term value creation algorithm, with mid-single digit underlying sales
growth, underpinned by at least 2% underlying volume growth and continued
modest improvement in operating margin.

 

The capital allocation framework remains unchanged, prioritising disciplined
investment behind organic growth and productivity (23% of revenue in R&D,
brand marketing investment and capital expenditure), and allocating
approximately €1.5 billion a year to bolt-on acquisitions. Capital returns
will include a dividend payout ratio of approximately 60%, alongside €6
billion of share buy‑backs expected to run between 2026 and 2029.

Unilever expects €400-500 million of stranded costs as a result of
separating the Unilever Foods business. One-off restructuring costs of €500
million, incurred over 2027 to 2029, will be allocated to offset these
stranded costs. A Transitional Services Agreement in support of the combined
company will be put in place for around two years, encompassing areas such as
information technology and distribution (sales and logistics), and will
provide transition headroom.

No revenue dis-synergies are expected from the separation of the Unilever
Foods business.

 

Fernando Fernandez, Chief Executive Officer of Unilever, commented:

 

"For Unilever, this transaction is another decisive step in sharpening our
portfolio and accelerating our strategy towards high-growth categories as a
€39 billion pureplay HPC company with a proven sector-leading growth
profile.

 

We are unlocking trapped value through a growth-led separation of Foods,
creating a scaled, global flavour powerhouse. By combining Unilever Foods'
iconic leading brands and global reach with McCormick's exceptional portfolio,
category expertise and capabilities, we are establishing a focused,
high-quality business with significant top line growth and value creation
potential.

 

This is a combination built on strong strategic and cultural alignment,
providing exciting opportunities for our people and ensuring our Foods brands
continue to thrive as part of a global flavour leader. Our retained ownership
stake reflects our conviction in the strength of the combined company and its
future prospects."

 

Brendan Foley, Chief Executive Officer of McCormick, commented:

 

"This transformative combination accelerates McCormick's strategy and
reinforces our continued focus on flavour. The Unilever Foods business is one
we have long admired, with a portfolio that complements our existing business,
capabilities and long-term vision. Together, we will be better positioned to
accelerate growth in attractive categories. This combination will create a
diversified flavour leader with a robust growth profile that remains
differentiated by its focus on flavouring calories while others compete for
them.

 

Unilever Foods' global portfolio of strong brands, combined with our proven
expertise in insight-driven brand-building and integration, will enable us to
deliver flavour in new and exciting ways for more consumers, driving
significant growth across the combined portfolio and value for all
stakeholders. Integrating two global organisations of this scale requires
disciplined execution, and we are confident that our detailed integration
roadmap, experienced teams from McCormick and Unilever, external advisors and
our strong partnership will enable us to capture the full value of this
opportunity. McCormick is the right partner for Unilever Foods' brands and
employees, and our shared culture and values will empower our combination. We
are excited to welcome their exceptional talent and international expertise to
our Power of People culture."

 

Transaction Structure and Details

 

Under the terms of the agreement, Unilever is expected to combine Unilever
Foods with McCormick in a "Reverse Morris Trust" transaction that is intended
to be tax-free to Unilever and its shareholders for U.S. federal income tax
purposes, thereby mitigating some of the overall transaction-related tax
costs.

 

Unilever and Unilever shareholders will receive a proportionate mix of
McCormick's existing voting and non-voting common stock equating to 65.0% of
the fully diluted combined company equity, equivalent to $29.1 billion(3)
based on the last 1-month volume-weighted average McCormick share price of
$57.84(3). Unilever will also receive $15.7 billion in cash, subject to
certain closing adjustments. The Transaction implies an enterprise value for
Unilever's Foods business of approximately $44.8 billion.

 

At closing, Unilever shareholders will own 55.1%, McCormick shareholders will
own 35.0% and Unilever will own 9.9% of the fully diluted combined company's
equity.

 

Transitional services arrangements in support of the combined company will be
put in place post-closing encompassing areas such as information technology
and distribution (sales and logistics).

 

The Transaction has been unanimously approved by both the McCormick and
Unilever Boards of Directors.

 

Upon closing of the Transaction, the combined company's net leverage is
expected to be 4.0x or less. The combined company is expected to maintain an
investment grade credit rating and return to 3.0x net within two years after
closing.

 

McCormick has received $15.7 billion in committed bridge financing from
Citigroup Global

Markets Inc, Goldman Sachs Bank USA and Morgan Stanley Senior Funding, Inc.,
and intends to fund the cash component of the purchase price through a
combination of cash from its balance sheet and proceeds from new debt
issuance.

 

The Transaction is expected to close by mid-2027, subject to McCormick
shareholder approval, receipt of required regulatory approvals and the
satisfaction of other customary closing conditions. Works Council consultation
will also be conducted prior to closing of the Transaction.

 

Under the Merger Agreement, McCormick must pay Unilever a termination fee
equal to $420 million if Unilever terminates the agreement because the
McCormick board changes its recommendation in favour of the Transaction or in
certain circumstances where the Merger Agreement is terminated and McCormick
enters into a competing transaction. An expense reimbursement payment of up to
$75 million will be payable by McCormick to cover certain expenses incurred by
Unilever in connection with the Transaction in the event that the required
McCormick shareholder approvals related to the Transaction are not obtained
(other than in circumstances where the termination fee is payable).

 

Appendix 1 to this press release contains a summary of the principal terms of
the Transaction.

 

Leadership, Governance, Listing Venue and Headquarters

 

Upon closing of the Transaction, Brendan Foley will be the Chairman,
President and Chief Executive Officer of McCormick, and Marcos Gabriel will be
the Executive Vice President and Chief Financial Officer. Executives from both
McCormick and Unilever Foods will serve in key leadership roles. Upon
closing, Unilever will appoint four of the twelve members of the combined
company Board of Directors.

 

McCormick will maintain its global headquarters in Hunt Valley, Maryland, and
have an International Headquarters in the Netherlands. Unilever Foods has a
long-standing presence in the Netherlands, which is home to its world-leading
R&D capability that supports its deep sector expertise. McCormick
management views this capability as a core strength of the combined company
and intends to maintain this substantial presence in the Netherlands.
McCormick will maintain its NYSE listing and is planning a secondary listing
in Europe. As part of a larger, flavour-focused company, employees of both
businesses will gain access to expanded career growth and professional
development opportunities.

 

Impact on Unilever

 

The separation of Unilever Foods will result in Unilever no longer
consolidating the earnings, assets and liabilities of Unilever Foods with
effect from closing. Further details pertaining to historic financial
information relating to Unilever Foods (including the historic revenues,
operating profit and underlying operating profit attributable to Unilever
Foods) and the risks associated with the separation are set out in Appendix 2
and Appendix 3 to this press release, respectively.

 

In the year to 31 December 2025:

 

·      The revenues attributable to Unilever Foods were €10,728m

·      The operating profits attributable to Unilever Foods were
€2,449m

·      The underlying operating profits attributable to Unilever Foods
were €2,551m

 

The estimated value of the gross assets that are the subject of the
Transaction, as at 31 December 2025, is approximately €14 billion. This
amount is unaudited, derived from figures extracted from the Unilever 2025
Annual Report and Accounts and consolidation schedules, and represents an
estimate based on high-level allocations of certain group balances and
perimeter adjustments. A detailed exercise to determine the value of the gross
assets that are the subject of the Transaction has not been performed.

 

Financial information

 

Unilever

 

Unilever financial results for the twelve months ended 31 December 2025 were
prepared in accordance with International Financial Reporting Standards (IFRS)
as issued by the International Accounting Standards Board (IASB), and
UK-adopted International Accounting Standards and those parts of the Companies
Act 2006 applicable to companies reporting under those standards and the
requirements of the Disclosure Guidance and Transparency Rules of the
Financial Conduct Authority in the United Kingdom as applicable to periodic
financial reporting.

 

McCormick

 

McCormick financial results for the year ended 30 November 2025 were prepared
in accordance with US Generally Accepted Accounting Principles (US GAAP).
Historical financial information of McCormick is shown as extracted from
McCormick's reported financial information and has not been adjusted to align
with Unilever's accounting principles.

 

UK Listing Rules

 

The Transaction constitutes a "significant transaction" for the purposes of
the UK Listing Rules made by the Financial Conduct Authority for the purposes
of Part VI of the Financial Services and Markets Act 2000 (as amended) (the
"UKLRs") and is therefore notifiable in accordance with Chapter 7 of the
UKLRs. In accordance with the UKLRs, the Transaction is not subject to
approval by the Company's shareholders.

 

Additional Information

 

Appendices 1 to 3 to this press release contain further information regarding
the terms of the Transaction as required by Chapter 7 of the UKLRs. Appendix 4
includes certain defined terms used in this press release.

 

Board of Directors' Recommendations

 

The Unilever Board of Directors has unanimously approved the Transaction and
believes the terms of the Transaction are in the best interests of the Company
and the Company's shareholders as a whole.

 

Advisers

 

Goldman Sachs International and Morgan Stanley & Co. International plc are
acting as financial advisors and corporate brokers to Unilever. Clifford
Chance LLP and Wachtell Lipton Rosen & Katz are acting as legal advisors
to Unilever.

 

Citi and Rothschild & Co are acting as financial advisors to McCormick,
and Cleary Gottlieb Steen & Hamilton LLP and Hogan Lovells are acting as
legal advisors.

 

Conference Call

 

The management teams of Unilever and McCormick will host a virtual
presentation for analysts and investors at 1.00 PM UK time / 8.00 AM Eastern
time on 31 March 2026, followed by Q&A. A link to access the webcast can
be found at https://ir.mccormick.com (https://ir.mccormick.com/) and
https://www.unilever.com/investors (https://www.unilever.com/investors/) .

 

Unilever's management team will also host a standalone virtual presentation
for analysts and investors at 4.00 PM UK time / 11.00 AM Eastern time on 31
March 2026, followed by Q&A. A link to access the webcast can be found
here (https://listen-only-unilever-webcast-31-march-2026.open-exchange.net/) .

 

For further enquiries please contact:

 

Investor Relations

 Investor Relations Team  investor.relations@unilever.com (mailto:investor.relations@unilever.com)

 

Media Relations

 Unilever Press Office  press-office.london@unilever.com (mailto:press-office.london@unilever.com)
 Adam Williams          adam.williams2@unilever.com (mailto:adam.williams2@unilever.com)            +44 77 4249 0136
 Jonathan Sibun         jonathan.sibun@teneo.com (mailto:jonathan.sibun@teneo.com)                  +44 77 7999 9683

 

 

About the Company

 

Unilever is one of the world's leading suppliers of Beauty, Wellbeing,
Personal Care, Home Care, and Foods, with sales in 190 countries and products
used by 3.7 billion people every day. Unilever has c. 96,000 employees and
generated sales of €50.5 billion in 2025.

 

Important Notices

 

Inside information

 

This press release contains inside information. This is a public announcement
pursuant to Article 17 Paragraph 1 of the European Market Abuse Regulation
(596/2014), including as it forms part of UK law.

 

Restrictions on distribution

 

The distribution of this press release in or from certain jurisdictions may be
restricted or prohibited by the laws of any jurisdiction other than the UK.
Recipients of this press release are required to inform themselves of, and
comply with, all restrictions or prohibitions in such other jurisdictions. Any
failure to comply with applicable requirements may constitute a violation of
the laws and/or regulations of such other jurisdictions.

 

Cautionary Statement Regarding Forward Looking Statements

 

This press release may contain forward-looking statements within the meaning
of the securities laws of certain jurisdictions, including 'forward-looking
statements' within the meaning of the United States Private Securities
Litigation Reform Act of 1995. All statements other than statements of
historical fact are, or may be deemed to be, forward-looking statements. Words
and terminology such as 'will', 'aim', 'expects', 'anticipates', 'intends',
'looks', 'believes', 'vision', 'ambition', 'target', 'goal', 'plan',
'potential', 'work towards', 'may', 'milestone', 'objectives', 'outlook',
'probably', 'project', 'risk', 'continue', 'should', 'would be', 'seeks', or
the negative of these terms and other similar expressions of future
performance, results, actions or events, and their negatives, are intended to
identify such forward-looking statements. Forward-looking statements also
include, but are not limited to, statements and information regarding the
pending transaction of Unilever Foods with McCormick. Forward-looking
statements can be made in writing but also may be made verbally by directors,
officers and employees of the Unilever Group (including during management
presentations) in connection with this press release.

 

These forward-looking statements are based upon current expectations and
assumptions regarding anticipated developments and other factors affecting the
Unilever Group. They are not historical facts, nor are they guarantees of
future performance or outcomes. All forward-looking statements contained in
this press release are expressly qualified in their entirety by the cautionary
statements contained in this section. Readers should not place undue reliance
on forward-looking statements. Because these forward-looking statements
involve known and unknown risks and uncertainties, a number of which may be
beyond the Unilever Group's control, there are important factors that could
cause actual results to differ materially from those expressed or implied by
these forward-looking statements. Among other risks and uncertainties, the
material or principal factors which could cause actual results to differ
materially from the forward-looking statements expressed in this press release
are: the parties' ability to meet expectations regarding the timing,
completion and accounting and tax treatments of the Transaction, including
changes in relevant tax and other applicable laws, and the occurrence of any
event, change or other circumstance that could give rise to the termination of
the Transaction agreement, the failure to obtain necessary regulatory
approvals, approval of McCormick shareholders, anticipated tax treatment or
any required financing, or to satisfy any of the other conditions to the
Transaction, including the risks that a governmental entity may prohibit,
delay or refuse to grant approval for the consummation of the Transaction, may
require conditions, limitations or restrictions in connection with such
approvals or that such regulatory approvals may result in the imposition of
conditions that could adversely affect the combined company or the expected
benefits of the Transaction; the risk that the proposed Transaction may not be
completed on the terms or in the time frame expected by the parties, or at
all; direct transaction costs and substantial transition and
integration-related costs associated with the proposed Transaction with
Unilever Foods; the possibility that unforeseen liabilities, future capital
expenditures, revenues, expenses, charges, earnings, synergies, economic
performance, indebtedness, financial condition, losses, future prospects,
business and management strategies resulting from the Transaction or otherwise
could adversely impact anticipated combined company metrics and/or the value
or expected benefit of, timing or pursuit of the Transaction, the risk that
the anticipated ownership percentages of McCormick shareholders, Unilever
shareholders and Unilever following the closing of the Transaction may differ
from those expected, the risks and costs of the pursuit and/or implementation
of the anticipated separation of Unilever Foods' business, including the
anticipated timing required to complete the separation, any adjustment to the
terms of the Transaction and any changes to the configuration of the
businesses included in the separation if implemented, uncertainties as to
McCormick's access to available financing to consummate the Transaction upon
acceptable terms and on a timely basis or at all, the failure to obtain the
effectiveness of the registration statements for the Transaction or receipt of
McCormick shareholder approval for the Transaction and certain related
matters, the effect of the press release or pendency of the Transaction on
Unilever Foods' or McCormick's business relationships, competition, business,
financial condition and operating results, including risks that the
Transaction disrupts current plans and operations of Unilever Foods or
McCormick, the ability of Unilever Foods or McCormick to retain and hire key
personnel, risks related to diverting either management team's attention from
ongoing business operations, and risks associated with third-party contracts
containing consent and/or other provisions that may be triggered by the
Transaction; the ability of McCormick to successfully integrate Unilever
Foods' operations and implement its plans, forecasts and other expectations
with respect to Unilever Foods' business or the combined business after the
closing of the Transaction; the ability of McCormick to manage additional debt
and successfully de-lever following the Transaction; the outcome of any legal
proceedings that may be instituted against Unilever Foods or McCormick related
to the Transaction; Unilever's ability to innovate and remain competitive;
Unilever's investment choices in its portfolio management; the effect of
climate change on Unilever's business; Unilever's ability to find sustainable
solutions to its plastic packaging; significant changes or deterioration in
customer relationships; the recruitment and retention of talented employees;
disruptions in Unilever's supply chain and distribution; increases or
volatility in the cost of raw materials and commodities; the production of
safe and high-quality products; secure and reliable IT infrastructure;
execution of acquisitions, divestitures and business transformation projects;
economic, social and political risks and natural disasters; financial risks;
failure to meet high and ethical standards; and managing regulatory, tax and
legal matters and practices with regard to the interpretation and application
thereof and emerging and developing ESG reporting standards including
differences in implementation of climate and sustainability policies in the
regions where the Unilever Group operates. Risk with respect to McCormick are
further described in its filings with the SEC, including McCormick's Annual
Report on Form 10-K for the year ended 30 November 2025 and Quarterly Report
on Form 10-Q for the quarter ended 28 February 2026. The forward-looking
statements are based on our beliefs, assumptions and expectations of our
future performance, taking into account all information currently available to
us. Forward-looking statements are not predictions of future events. These
beliefs, assumptions and expectations can change as a result of many possible
events or factors, not all of which are known to us. If a change occurs, our
business, financial condition, liquidity and results of operations may vary
materially from those expressed in our forward-looking statements.

 

The forward-looking statements speak only as of the date of this press
release. Except as required by any applicable law or regulation, the Unilever
Group expressly disclaims any intention, obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements contained
herein to reflect any change in the Unilever Group's expectations with regard
thereto or any change in events, conditions or circumstances on which any such
statement is based. New risks and uncertainties arise over time, and it is not
possible for us to predict those events or how they may affect us. In
addition, we cannot assess the impact of each factor on our business or the
extent to which any factor, or combination of factors, may cause actual
events, to differ materially from those contained in any forward-looking
statements. Further details of potential risks and uncertainties affecting the
Unilever Group are described in the Unilever Group's filings with the London
Stock Exchange, Euronext Amsterdam and the SEC, including in the Annual Report
on Form 20-F 2025 and the Unilever Annual Report and Accounts 2025.

 

Websites, Hyperlinks etc.

 

The contents of Unilever's website or any hyperlinks accessible from it do not
form part of this document and investors should not rely on them.

 

No Offer or Solicitation

 

This document is for informational purposes only and is not intended to and
shall not constitute an offer to buy or sell or the solicitation of an offer
to buy or sell any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities
shall be made, except by means of a prospectus meeting the requirements of
Section 10 of the U.S. Securities Act of 1933, as amended.

 

Important Information and Where to Find It

 

This document relates to a proposed transaction among McCormick, Unilever and
Unilever Foods. The parties intend to file relevant materials with the SEC,
including, among other filings, a registration statement on Form S-4 to be
filed by McCormick with the SEC, which will include a document that serves as
a proxy statement/prospectus of McCormick in connection with the anticipated
separation of Unilever Foods from Unilever and combination with McCormick, and
a registration statement on Form 10 to be filed by Unilever Foods entity that
serve as an information statement/prospectus in connection with the spin-off
of Unilever Foods from Unilever. Each party will also file other documents
regarding the proposed transaction with the SEC. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, INFORMATION STATEMENTS
PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL
BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR
ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

 

Investors and security holders will be able to obtain free copies of the
registration statement, proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by McCormick, Unilever
Foods or Unilever through the website maintained by the SEC at www.sec.gov.

The documents filed by McCormick with the SEC also may be obtained free of
charge at McCormick's website at https://ir.mccormick.com/ or upon written
request to McCormick & Company, Incorporated, 24 Schilling Road, Suite 1,
Hunt Valley, Maryland 21031, Attention: Investor Relations Department. The
documents filed by Unilever Foods or Unilever with the SEC also may be
obtained free of charge at upon written request to Unilever, Investor
Relations Department, 100 Victoria Embankment, London EC4Y 0DY, United
Kingdom.

 

Participants in Solicitation

 

McCormick and Unilever and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from
McCormick's shareholders in connection with the proposed Transaction.
Information about McCormick's directors and executive officers and their
ownership of McCormick's common stock is set forth in McCormick's proxy
statement for its 2025 Annual Meeting of Shareholders on Schedule 14A filed
with the SEC on 18 February 2026. To the extent that holdings of McCormick's
securities have changed since the amounts printed in McCormick's proxy
statement, such changes have been or will be reflected on Statements of Change
in Ownership on Form 4 filed with the SEC. Additional information regarding
the direct and indirect interests of those persons and other persons who may
be deemed participants in the proposed Transaction may be obtained by reading
the proxy statement/prospectus regarding the proposed Transaction when it
becomes available. Information about the directors and executive officers of
Unilever is set forth in its Annual Report on Form 20-F for the year ended 31
December 2025, which was filed with the SEC on 12 March 2026. You may obtain
free copies of these documents as described in the preceding paragraph.

 

Important information relating to the joint advisers

 

Goldman Sachs International, 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 for as financial advisor
for Unilever and no one else in connection with the matters described in this
press release and, in that capacity, will not be responsible to anyone other
than Unilever for providing the protections afforded to clients of Goldman
Sachs International, or for giving advice in connection with the matters set
out in this press release or any matter referred to herein.

 

Morgan Stanley & Co. International plc, which is authorised by the
Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the UK is acting as
financial adviser exclusively for Unilever and no one else in connection with
the matters set out in this press release. In connection with such matters,
Morgan Stanley, its affiliates and their respective directors, officers,
employees and agents will not regard any other person as their client, nor
will they be responsible to any other person for providing the protections
afforded to their clients or for providing advice in connection with the
contents of this press release or any other matter referred to herein.

 

 

APPENDICES

Appendix 1 - Summary of the principal terms of the Transaction

 

Separation and Distribution Agreement

 

The Separation and Distribution Agreement sets out the terms and conditions
regarding the separation of Unilever Foods from Unilever and the distribution
of shares of SpinCo to the shareholders of Unilever (the "Separation"). The
Separation and Distribution Agreement identifies and provides for the transfer
of certain assets by Unilever to SpinCo and the assumption of certain
liabilities by SpinCo from Unilever.

 

The Separation and Distribution Agreement also governs the rights and
obligations of Unilever and SpinCo regarding the Separation.

 

The Separation and Distribution Agreement also sets forth other agreements
between Unilever, SpinCo and McCormick, including the payment mechanism in
respect of the $15.7 billion payment to Unilever and adjustments for working
capital, debt and debt-like items and cash balances.

 

The Separation and Distribution Agreement governs certain aspects of the
relationship between Unilever and SpinCo after the Separation, including
provisions with respect to release of claims, indemnification, insurance,
access to financial and other information and access to and provision of
records. The parties have mutual ongoing indemnification obligations following
the Separation with respect to certain liabilities related to Unilever Foods
and the Continuing Group, respectively.

 

Consummation of the Separation is subject to certain conditions, including,
among other things, the satisfaction or waiver of all conditions under the
Merger Agreement and the completion of an internal reorganisation in
connection with the Separation.

 

The Separation and Distribution Agreement also provides that McCormick will
guarantee certain obligations of SpinCo following the Mergers.

 

Merger Agreement

 

The Merger Agreement provides that, immediately following the consummation of
the Separation, Merger Sub I will merge with and into SpinCo, with SpinCo
surviving as a wholly owned subsidiary of McCormick (the "First Merger"), and
immediately following the consummation of the First Merger, SpinCo, as the
surviving corporation of the First Merger, will merge with and into Merger Sub
II, with Merger Sub II surviving as a wholly owned subsidiary of McCormick
(the "Second Merger").

 

The Separation and the Mergers, taken together, are intended to qualify as a
Reverse Morris Trust transaction that is generally tax-free to Unilever's
shareholders for U.S. federal income tax purposes.

Completion of the First Merger is subject to customary closing conditions
including the receipt of required regulatory approvals, receipt of McCormick
shareholder approval and the satisfaction of other customary closing
conditions.

 

Unilever, DutchCo, SpinCo, McCormick and each of the Merger Subs each make
certain customary representations, warranties and covenants, as applicable, in
the Merger Agreement, including covenants to conduct the Unilever Foods and
the business of McCormick and its subsidiaries in the ordinary course of
business in all material respects, as applicable, and not to take certain
actions during the period between signing and the effective time of the First
Merger.

 

The Merger Agreement provides that McCormick will use reasonable best efforts
to list the McCormick Common Stock on a specified European stock exchange if
Unilever elects to do so within 120 days of the date of the Merger Agreement.
The outside date for the satisfaction of the closing conditions is 24 months
from the date of the Merger Agreement.

 

Under the Merger Agreement, McCormick must pay Unilever a termination fee
equal to $420 million if Unilever terminates the agreement because the
McCormick board changes its recommendation in favour of the Transaction or in
certain circumstances where the Merger Agreement is terminated and McCormick
enters into a competing transaction. An expense reimbursement payment of up to
$75 million will be payable by McCormick to cover certain expenses incurred by
Unilever in connection with the Transaction in the event that the required
McCormick shareholder approval related to the Transaction is not obtained
(other than in circumstances where the termination fee is payable).

 

Employee Matters Agreement

 

The Employee Matters Agreement generally addresses how the employees to be
transferred in connection with the Transaction will be identified and
transferred to McCormick and Unilever Foods and other related matters,
including the allocation among the parties of assets, liabilities and
responsibilities with respect to terms of employment, benefit plans and other
compensation and labour matters. The transfer of the French Unilever Foods
business and the Dutch Unilever Foods business are subject to completion of
the requisite Works Council (and trade union) consultation processes in those
countries and the exercise of the put options pursuant to the French Put
Option Agreement and Dutch Put Option Agreement.

 

The Employee Matters Agreement provides that, with certain limited exceptions,
Unilever will retain all pre-closing employee-related liabilities with respect
to Unilever Foods, that McCormick and Unilever Foods will assume certain
specified accrued defined benefit plan liabilities (and related assets, where
funded), subject to an agreed cap, and McCormick will assume all post-closing
employee-related liabilities relating to the continuing Unilever Foods
employees. McCormick and Unilever Foods have also agreed to provide certain
specified levels of compensation, terms and benefits to continuing Unilever
Foods employees for the twelve-month period following the closing of the
Transaction.

 

French Put Option Agreement

 

In accordance with French employment laws, prior to making any binding
decision to transfer the French Unilever Foods' assets, liabilities and the
employees of the French Unilever Foods business (the "Proposed French
Transfer"), Unilever is required to consult with each of the social and
economic committee (comité social et économique) of Unilever France SAS and
the social and economic committee (comité social et économique) of Amora
Maille Société Industrielle SAS (together the "French Works Councils"),
("French Consultation Process"). It is intended that the French Consultation
Process will begin following this announcement. Whilst Unilever will ensure
that the views of the French Works Councils are properly considered, their
opinion on the Proposed French Transfer is consultative and not binding on
Unilever or SpinCo. Following completion of the French Consultation Process,
the agreement that Unilever has entered into at the time of this announcement
in relation to the Proposed French Transfer (the "French Put Option
Agreement") gives Unilever an irrevocable and unconditional option to require
SpinCo to accept the Proposed French Transfer on the terms, and subject to the
conditions, set out in the French Put Option Agreement, the Separation and
Distribution Agreement and Employee Matters Agreement.

 

Dutch Put Option Agreement

 

In accordance with Dutch consultation laws, prior to making any binding
decision to transfer the Dutch Unilever Foods' assets, liabilities and the
employees of the Dutch Unilever Foods business (the "Proposed Dutch
Transfer"), Unilever is required to consult with the central works council
(centrale ondernemingsraad) of Unilever Nederland Holdings B.V. (the "Dutch
Works Council"), ("Dutch Consultation Process"). It is intended that the Dutch
Consultation Process will begin following this announcement. Following
completion of the Dutch Consultation Process, the agreement that Unilever has
entered into at the time of this announcement in relation to the Proposed
Dutch Transfer (the "Dutch Put Option Agreement") gives Unilever an
irrevocable and unconditional option to require SpinCo to accept the Proposed
Dutch Transfer on the terms, and subject to the conditions, set out in the
Dutch Put Option Agreement, Separation and Distribution Agreement and the
Employee Matters Agreement.

 

 

 

Other Transaction Agreements

 

Certain additional agreements have been or will be entered into in connection
with the Transaction, including, among others:

 

·     a Stockholders' Agreement among DutchCo and McCormick, pursuant to
which DutchCo will be subject to certain standstill, sell-down, voting, and
lockup restrictions and will be provided customary registration rights (the
"Stockholders Agreement");

 

·      a Transitional Services Agreement, which will govern the parties'
respective rights and obligations with respect to the provision of certain
transition services (the "Transitional Services Agreement");

 

·    an Asset Purchase Agreement, pursuant to which Unilever will
transfer certain assets and liabilities to McCormick through a direct asset
sale in exchange for cash, including certain local transfer documents that may
be required pursuant to applicable local law to effect the transactions
contemplated by the Asset Purchase Agreement (the "Asset Purchase Agreement");

 

·     a Tax Matters Agreement, which will govern, among other things,
Unilever's, on one hand, and Unilever Foods' and McCormick's, on the other
hand, respective rights, responsibilities and obligations with respect to
taxes and tax attributes (including potential payments for the utilization of
certain tax assets generated by the Transaction), the preparation and filing
of tax returns, responsibility for and preservation of the expected tax-free
status of the transactions (as applicable) contemplated by the Separation and
Distribution Agreement and certain other tax matters (the "Tax Matters
Agreement"); and

 

·     certain intellectual property licenses, manufacturing agreements,
real estate license agreements, and other agreements to be discussed by
Unilever and McCormick prior to closing of the Transaction.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Appendix 2 - Historical financial information

 

The following historical financial information relating to Unilever Foods has
been extracted, without material adjustment, from the consolidation schedules
and supporting accounting records that underpin the audited consolidated
financial statements of Unilever for the financial years ended 31 December
2024 and 31 December 2025. The financial information presented in this
Appendix does not constitute statutory accounts within the meaning of section
434 of the Companies Act 2006.

 

The financial information has been prepared in accordance with International
Financial Reporting Standards (IFRS) as issued by the International Accounting
Standards Board (IASB), and UK-adopted international accounting standards
consistent with those applied in the preparation of the Unilever consolidated
financial statements for the financial years ended 31 December 2024 and 31
December 2025.

 

Income statement

 

The unaudited historical income statement information set out below has been
prepared on a carve‑out basis and excludes the impact of intercompany
transactions between Unilever Foods and the Continuing Group, which would be
included in any subsequent audited standalone carve‑out financial
statements.

 

The financial information includes allocated costs, including Unilever Foods'
share of Group corporate and head office costs, consistent with historical
intercompany recharges. Certain costs have been estimated on the basis that
Unilever Foods is being carved out of the Food Business Group and may differ
in any subsequent audited standalone carve‑out financial statements.

 

Depreciation and amortisation include an allocation of depreciation and
amortisation charges for software and land and buildings used by Unilever
Foods but not transferring as part of the Transaction. No allocation of tax or
finance income or expense has been included, as it is not possible to provide
a meaningful allocation to Unilever Foods.

 

 Unilever Foods Perimeter     2024             2025

                              Unaudited €m     Unaudited €m
 Revenue                      10,948           10,728
 Operating profit             2,267            2,449
 Underlying Operating Profit  2,440            2,551

 

Balance sheet information

 

Unilever Foods operates within a global legal entity structure in which
entities support multiple product groups, and legal entities holding only
Unilever Food‑related assets and liabilities represent a very small
proportion of Unilever Foods. Preparation of a full standalone Unilever Foods
balance sheet requires a detailed carve‑out and consolidation of assets and
liabilities across jurisdictions. This process has not been completed and,
accordingly, at the date of this press release it is not possible to disclose
a representative standalone Unilever Foods balance sheet. As a result, the
information required by paragraph 2.2(R)(1)(a)(i) of UKLR 7 Annex 2 is not
available.

 

The consideration for the Transaction is calculated by reference to an
enterprise value for Unilever Foods of approximately $44.8 billion and
comprises equity consideration together with a cash payment of $15.7 billion
on closing, subject to customary closing adjustments, including normalisation
of working capital, settlement of inter‑company balances and adjustment for
net debt as at the date of closing. The Board of Directors, having reviewed
and analysed the terms of the Transaction, believes the consideration to be
fair as far as the security holders of the Company are concerned.

 

Appendix 3 - Additional information

 

Risks associated with the Transaction

 

The Board of Directors considers the following to be the material risk factors
related to the Transaction, material new risk factors to the Company as a
result of the Transaction, or existing material risk factors to the Company
which will be affected by the Transaction. These risks do not purport to be a
comprehensive list of all potential risks in relation to the Transaction and
do not include additional risks relating to the Transaction that are not
presently known to the Directors, or which the Directors deem immaterial in
the context of the Transaction. The risks described herein are based on
information known at the date of this press release but may not be the only
risks to which the Company is or might be exposed. Additional risks and
uncertainties, which are currently unknown to the Company or that the Company
does not currently consider to be material, may adversely affect the business
of the Company and could have material adverse effects on the business,
financial condition, results of operations and future prospects of the
Company.

 

The Transaction may be delayed or may not proceed to closing

 

The closing of the Transaction is subject to the satisfaction (or waiver, if
applicable) of various closing conditions, including, among other things,
receipt of specified regulatory approvals, customary closing conditions and
McCormick shareholder approval. Works Council consultation will also be
conducted prior to closing of the Transaction.

 

Failure to satisfy or, where appropriate, obtain a waiver of any of these
conditions may result in the proposed Transaction not closing within the
anticipated timeframe or at all. In addition, satisfying the outstanding
conditions may take longer, and could cost more, than the Company expected.
Any delay in completing the proposed Transaction may adversely affect the
Company and the benefits that the Company expects to achieve if the
Transaction is completed within the expected timeframe, which could materially
and adversely affect the business, results of operations, financial condition,
cash flows or prospects of the Company.

 

If the Transaction does not proceed to closing for any reason, the Company may
experience negative reactions from its investors and stakeholders, customers,
vendors, business partners, regulators and employees. A failure to close the
Transaction may erode confidence among investors and stakeholders which, in
turn, have a material adverse effect on the Company's business prospects,
overall financial condition and its ability to deliver on its future strategy.

 

If the Transaction does not proceed to closing, this may lead to management
and employee distraction due to perceived uncertainty in the future of
Unilever Foods. This may, in turn, affect profitability of the Company.
Parties with which the Company currently does business may experience
uncertainty associated with the Transaction, including with respect to current
or future business relationships with the Company and/or may view the
Transaction unfavourably.

 

There can be no assurance that the conditions to the closing of the
Transaction will be satisfied, waived or fulfilled (or what accommodations may
be required to obtain the satisfaction of one or more conditions) in a timely
fashion or that the Transaction will be completed. If the Transaction does not
proceed to closing, there can be no guarantee that the Company will be able to
secure another transaction on terms more favourable than, or equivalent to,
the Transaction.

 

Exposure to liabilities and restrictions under the Transaction Agreements

 

The Merger Agreement contains customary negotiated provisions regarding,
amongst other things: (i) the Company's conduct of Unilever Foods during the
pendency of the Transaction, including being required to operate the business
in the ordinary course and specified restrictions with respect to debt
incurrence, capital expenditures, acquisitions, dispositions and certain other
matters; (ii) warranties; and (iii) post completion restrictive covenants.
These contractual provisions could also have an adverse effect on the results
of operations, prospects and financial condition of the Unilever Foods
business (and the Company).

 

Execution and integration of the combination may not be successful

 

The successful delivery of the Transaction will depend on the effective
execution of the combination of Unilever Foods with McCormick and the
integration of the two businesses following closing. Integration of large,
complex organisations involves significant management time and attention and
may be more difficult, costly or time consuming than anticipated. Challenges
may arise in aligning operating models, systems, processes, cultures and
governance arrangements, as well as in retaining key personnel and maintaining
business momentum. Failure to successfully execute the combination or to
manage the integration process effectively could adversely affect the
operations, financial performance and prospects of the combined company and,
indirectly, the value of the Company's interest in the combined company.

 

Delivery of identified synergies may take longer than expected or not be fully
realised

 

The expected cost synergies of approximately $600 million and incremental cost
and revenue synergies of $100 million are based on management estimates and
assumptions regarding the scope, timing and achievability of integration
initiatives. There can be no assurance that these synergies will be realised
in full or within the anticipated timeframe. The realisation of synergies may
be delayed or reduced as a result of integration complexity, execution
challenges, higher than expected implementation costs, or decisions to
reinvest savings to support growth. If the identified synergies are not
delivered, are delayed or are materially lower than expected, this could
adversely affect the financial performance, cash flows and valuation of the
combined company and, indirectly, the value of the Company's retained
interest.

 

Existing material risks to the Company that will be impacted by the
Transaction

 

Risks for the Company in relation to the disposal of Unilever Foods

 

The Company will forego the future financial contribution of Unilever Foods
and this may adversely affect the Company's business and financial performance
post-closing.

 

Following closing, the Company's revenue base, earnings profile and cash
generation will be reduced by the contribution historically generated by
Unilever Foods (which is a material part of the Company's business as
presently constituted). The disposal may also reduce the Company's scale and
diversification benefits, including procurement leverage, overhead absorption
and operating efficiencies, which could adversely affect the Company's margins
and profitability.

 

Following closing, the Company will have a more focused portfolio. While the
Company will continue to operate as a large, global business with a
diversified portfolio across multiple categories, should any part of the
Company underperform, this could have a more pronounced impact on its
financial condition and future prospects than prior to the Transaction.
Following closing, the Company's operations and earnings profile will be more
heavily weighted towards consumer discretionary categories, and less weighted
towards essential categories. Demand in consumer discretionary categories is
typically more sensitive to changes in consumer confidence, real disposable
income, inflation and general economic conditions than demand in essential
categories. As a result, a downturn in macroeconomic conditions, or a
sustained period of elevated inflation or interest rates, may have a larger
adverse effect on the Company's sales, margins, profitability and cash flows
following the Transaction as compared to the situation prior to closing.

 

The geographical distribution of the Company's revenue after the Transaction
will also be different to that of the Company at the date of this press
release with an increase in the proportion expected to be contributed by the
United States and India and an increase in the overall proportion expected to
be generated from emerging markets. This means that adverse financial market
movements or economic conditions in one or more of the markets in which the
Continuing Group operates may have a larger relative impact on the capital
position, financial condition, results, profitability and/or future prospects
of the Company than they would have done prior to the Transaction. The
Company's exposure to foreign exchange, inflation, commodity input costs,
interest rates and other macroeconomic factors may also change following the
Transaction, and the retained business of the Company may have reduced ability
to offset adverse developments in one area with performance in another. If the
Company's post-Transaction strategy, capital allocation or reinvestment plans
do not achieve expected returns, the Company's future growth and profitability
may be adversely affected. The increased proportion of revenues derived from
emerging markets may also increase the volatility of the Company's overall
operations.

 

The separation and disposal of Unilever Foods may involve significant costs
and management time, including costs associated with the preparation of
carve-out financial statements, legal and regulatory compliance, system
separation, employee matters, and the establishment of standalone arrangements
(including the provision of services to McCormick on a transitional basis
during the transition period).

 

In addition, the Transaction Agreements include warranties, indemnities and
covenants which could give rise to claims, liabilities or restrictions
following closing, including in respect of certain pre-closing matters, tax,
employee-related obligations and other liabilities, any of which could
adversely affect the Company's financial condition and results.

 

The market price of shares in the Company and McCormick may fluctuate on the
basis of market sentiment surrounding the Transaction

 

Shareholders should be aware that the value of an investment in the Company
and/or McCormick may go down as well as up and can be highly volatile on the
basis of market sentiment regarding the Transaction. The price at which shares
in the Company and/or McCormick may be quoted and the price at which investors
may realise for their shares will be influenced by a large number of factors.
The sentiments of the stock market regarding the Transaction will be one such
factor but share prices may also be affected by broader equity market
conditions and macroeconomic developments. These include, among other things,
inflationary pressures, changes in input and commodity costs, and structural
trends affecting the sector, including shifts in consumer preferences and
consumption patterns (such as increased focus on healthier eating and
wellness), even where such factors may already be partly reflected in market
valuations. In addition, actual and anticipated fluctuations in the financial
performance of the Company, McCormick and their competitors, market
fluctuations and legislative or regulatory changes to the sector, could lead
to the market price of the shares going up or down.

 

 

Related party transactions

 

Details of the related party transactions entered into by the Group:

 

·     During the financial year ending 31 December 2025 are set out in
note 23 to the Group's financial statements on page 182 of the Company's 2025
Annual Report; and

 

·     During the financial year ending 31 December 2024 are set out in
note 23 to the Group's financial statements on page 190 of the Company's 2024
Annual Report, and are, in each case, incorporated into this press release by
reference as follows:

 

 2025 Annual Report  https://www.unilever.com/files/unilever-annual-report-and-accounts-2025.pdf
 2024 Annual Report  https://www.unilever.com/files/unilever-annual-report-and-accounts-2024.pdf

 

Other than executing the documents necessary to put the Transaction into
effect, during the period beginning on 31 December 2025, being the date to
which the last audited financial statements of the Company were prepared, and
ending on the date of this press release, the Group has not entered into any
related party transactions which are relevant to the Transaction.

 

 

Legal and arbitration proceedings

 

Company

 

Other than as disclosed in note 20 to the Group's financial statements on page
178 of the Company's 2025 Annual Report, there are no governmental, legal or
arbitration proceedings (including any such proceedings which are pending or
threatened of which the Company is aware) during the period covering the 12
months preceding the date of this announcement which may have, or have had in
the recent past, significant effects on the Company.

 

Unilever Foods

 

There are no governmental, legal or arbitration proceedings (including any
such proceedings which are pending or threatened of which the Company is
aware) during the period covering the 12 months preceding the date of this
press release which may have, or have had in the recent past, significant
effects on Unilever Foods.

 

Significant change in the issuer's financial position

 

Company

 

There has been no significant change in the financial performance or financial
position of the Group since 31 December 2025, the end of the last financial
period for which financial information of the Group has been published, except
as set out in Note 26. "Events after the balance sheet date" within the
Unilever 2025 Annual Report and Accounts.

 

Unilever Foods

 

There has been no significant change in the financial performance or financial
position of the businesses which comprise Unilever Foods since 31 December
2025, the end of the last financial period for which financial information has
been published.

 

Material contracts

 

Company

 

Save for the Transaction Agreements and as set out below, the Company is not a
party to any contracts that are considered material to its results and
operations.

 

The amended and restated indenture dated as of July 26, 2023, among UCC,
Unilever Finance Netherlands B.V., Unilever PLC, UNUS and The Bank of New York
Mellon, as trustee, governing 4.250% Senior Notes due 2027 and 4.625% Senior
Notes due 2034.

 

The demerger agreement dated 1 October 2025 between Unilever PLC, The Magnum
Ice Cream Company N.V. and The Magnum Ice Cream Company HoldCo Netherlands
B.V. which governs aspects of the Group's relationship with The Magnum Ice
Cream Company N.V. and its group (the "TMICC Group") including in respect of,
among other things, allocation of risk and responsibility for certain
liabilities between the Group and the TMICC Group and dealing with separation
issues between the Group and the TMICC Group.

 

Unilever Foods

 

Save for the Transaction Agreements, Unilever Foods is not party to any
contracts that are considered material to its results and operations, save for
contracts entered into in the ordinary course of business.

 

Synergies

 

The Board of Directors, having reviewed and analysed the potential synergies
of the Transaction, and taking into account the factors it can influence,
believes the combined company will realise approximately $600 million of
annual run rate cost synergies net of growth reinvestments; with full value
expected to be achieved by the end of year three. Incremental cost and revenue
synergies of $100 million will be reinvested to further drive growth.

 

The estimated synergies are based on a bottom-up analysis undertaken jointly
by the management teams of Unilever and McCormick. This analysis included
side-by-side assessments of respective cost bases across key functions and
geographies, identification of operational overlaps and addressable cost
opportunities, and the application of relevant functional and transaction
benchmarks.

 

The analysis assumes the implementation of standard integration levers
consistent with comparable transactions and reflects management's assessment
of the scope and timing of achievable recurring cost efficiencies, while
excluding areas where limited overlap or strategic investment considerations
apply.

 

Recurring cost synergies: The anticipated cost synergies are projected to be
captured over a three-year period, with approximately two thirds of the
synergies realised by the end of year two. One-time costs to achieve these
synergies are estimated to be approximately $300 million.

 

The potential recurring cost synergies are expected to be derived from the
following principal areas:

 

·   SG&A: driven primarily by de‑duplication of overlapping
corporate, commercial and support functions, organisational simplification and
rationalisation of IT systems across overlapping geographies, with savings
concentrated in markets and functions where there is the greatest overlap and
excluding R&D and other areas requiring continued strategic investment

 

·    Procurement: achieved through increased scale, supplier
consolidation and harmonisation of procurement practices across direct and
indirect spend categories, with savings assumed across addressable spend and
largely realised through supplier renegotiation and contract renewal cycles

 

·   Manufacturing & Logistics: generated through network and logistics
efficiencies and selective rationalisation of manufacturing footprint where
there is geographic and operational overlap, including limited site
rationalisation and selective insourcing from third‑party manufacturers,
without assuming broader network redesign.

 

SG&A and Procurement are expected to account for the vast majority of
synergies (together approximately 80% of total cost synergies) while
Manufacturing & Logistics will account for less than 20% of total cost
synergies expected.

 

Incremental cost and revenue synergies of $100 million are expected to be
derived from the areas above, in the ratio outlined above, in addition to
additional upside from volume-driven revenue synergies enabled by a broader
product portfolio, increased scale, and expanded reach across complementary
regions and channels. These incremental synergies are expected to be realised
within the first three years of closing.

 

Potential areas of dis‑synergy expected to arise in connection with the
Transaction have been considered by the Board and, in the context of the
analysis undertaken, were determined to be immaterial for the purposes of the
synergies quantified above.

 

All of the quantified identified synergies are expected to accrue as a direct
result of, and are contingent on, the Transaction and would not be achieved
independently on a standalone basis, reflecting both the beneficial elements
and relevant costs.

Appendix 4 - Definitions

 

The following definitions apply throughout this press release and its
Appendices, save as expressly stated otherwise:

 

"Company" means Unilever PLC;

 

"Asset Purchase Agreement" has the meaning given to it in Appendix 1;

 

"Continuing Group" means the Group excluding Unilever Foods;

 

"DutchCo" means Unilever Alpha HoldCo B.V., a wholly owned subsidiary of the
Company;

 

"Employee Matters Agreement" means the Employee Matters Agreement dated on or
around the date of this announcement between Unilever, DutchCo, SpinCo,
McCormick, Merger Sub I and Merger Sub II;

 

"First Merger" has the meaning given to it in Appendix 1;

 

"Group" means the Company and its subsidiary undertakings;

 

"Merger Agreement" means the Agreement and Plan of Merger dated on or around
the date of this announcement between Unilever, DutchCo, SpinCo, McCormick,
Merger Sub I and Merger Sub II;

 

"Merger Sub I" means Morpheus Merger Sub I Corp, a Delaware corporation and
wholly owned subsidiary of McCormick;

 

"Merger Sub II" means Morpheus Merger Sub II LLC, a Delaware limited liability
company and wholly owned subsidiary of McCormick;

 

"Merger Subs" means each of Merger Sub I and Merger Sub II;

 

"Mergers" means the First Merger and the Second Merger taken together;

 

"McCormick " means McCormick & Company, Inc.;

 

"Transaction" has the meaning given to it in the first paragraph of this
announcement;

 

"SEC" means the US Securities and Exchange Commission;

 

"Second Merger" has the meaning given to it in Appendix 1;

 

"Separation and Distribution Agreement" means the Separation and Distribution
Agreement dated on or around the date of this announcement between, among
others, Unilever, DutchCo, SpinCo and McCormick;

 

"SpinCo" means Sandman Corporation, a Delaware corporation and wholly owned
indirect subsidiary of the Company;

 

"Stockholders Agreement" has the meaning given to it in Appendix 1;

 

"Tax Matters Agreement" has the meaning given to it in Appendix 1;

 

"Transaction Agreements" means the Merger Agreement, the Separation and
Distribution Agreement, the Employee Matters Agreement, the Tax Matters
Agreement, the Stockholders Agreement, the Transitional Services Agreement,
the Asset Purchase Agreement, the French Put Option Agreement and the Dutch
Put Option Agreement;

 

"Transitional Services Agreement" has the meaning given to it in Appendix 1;

 

"Unilever" means Unilever PLC; and

 

"Unilever Foods" has the meaning given to it in the first paragraph of this
announcement.

 

 

 

 

 

 

 

 

 1  (#_ftnref1) Excluding Unilever's foods business in India, Nepal, and
Portugal; its Lifestyle Nutrition business; its Buavita business; and its
Lipton Ready-to-Drink business, together, the "Excluded Businesses".

 2  (#_ftnref2) Unilever Foods based on 2025 preliminary carve-out financial
information, prepared under IFRS and translated from EUR to USD at the
Unilever 2025 average rate of ($1.124:€1.00). Unilever sales and volume
growth represents the USG and UVG for the Transaction perimeter. McCormick
numbers as prepared by McCormick & Co, Inc., including pro forma
adjustments to reflect the consolidation of Mexican business results. The pro
forma Combined company information does not reflect any adjustments for
differences between IFRS and US GAAP. Accordingly, the actual consolidated
results of the combined company may differ. The combined information is
presented for illustrative purposes only.

 3  (#_ftnref3) As at market close on 27 March 2026. Equity consideration and
implied Enterprise Value based on trailing 1 month volume weighted average
price of McCormick & Company, Inc. of $57.843 (non voting shares) and the
1 month volume weighted average price of voting shares of $58.89.

 4  (#_ftnref4) Sales based on Unilever Foods FY2025 actual results.

 5  (#_ftnref5) Based on €2.8 billion of Underlying EBITDA attributable to
the Foods business perimeter, for the year ended 31 December 2025. Unilever
Foods Underlying EBITDA for the year ended 31 December 2025 is unaudited
and constitutes a non-IFRS measure. Underlying EBITDA is defined as
operating profit before the impact of depreciation, amortisation and
non-underlying items within operating profit. See Appendix 2 for further
information on the basis of preparation.

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