McCormick & Company, Incorporated (NYSE:MKC) ("McCormick") and Unilever PLC (NYSE:UL) ("Unilever"), today announced that they have entered into an agreement to combine McCormick with Unilever's Foods business excluding India and other excluded businesses1 ("Unilever Foods"), creating a global flavor leader in attractive and high-growth categories with approximately $20 billion in combined fiscal year 2025 revenue.2

Under the terms of the agreement and upon closing of the transaction, Unilever and its shareholders are expected to receive shares equating to 65.0% of the fully diluted combined-company outstanding equity, equivalent to $29.1 billion3 based on McCormick's one-month volume-weighted average price of $57.84.4 Unilever will also receive $15.7 billion in cash, subject to certain closing adjustments. This implies an Enterprise Value for Unilever Foods of approximately $44.8 billion, or approximately 13.8x fiscal year 2025 EBITDA.5 In addition, this reflects an enterprise value for McCormick of approximately $21.0 billion, or approximately 13.8x fiscal year 2025 EBITDA.6

Upon closing of the transaction, Unilever shareholders are expected to own 55.1%, McCormick shareholders will own 35.0% and Unilever is expected to own 9.9% of the fully diluted combined-company outstanding equity. The transaction is not expected to give rise to U.S. federal income tax for Unilever or its shareholders, thereby mitigating some of the overall tax costs associated with the transaction.