We are advising Ferrero on the transaction

Davis Polk is advising The Ferrero Group on its acquisition of all outstanding equity of WK Kellogg Co for $23.00 per share in cash, representing a total enterprise value of $3.1 billion. Upon the successful completion of the transaction, shares of WK Kellogg’s common stock will no longer trade on the New York Stock Exchange, and the company will become a wholly owned subsidiary of Ferrero. The transaction is expected to close in the second half of 2025 and is subject to approval by WK Kellogg’s shareowners, regulatory approvals and other customary closing conditions.

Ferrero, founded in 1946, is one of the world’s largest sweet-packaged food companies, with over 35 iconic brands sold in more than 170 countries, and around 61,000 employees. The Ferrero Group’s signature brands include Nutella, Kinder, Tic Tac, Ferrero Rocher, Butterfinger and Keebler.

Founded in 1894 by W.K. Kellogg with the creation of Corn Flakes, WK Kellogg is a global food manufacturer creating high-quality and delicious products with a presence in the majority of households across North America. Its iconic brand portfolio includes Frosted Flakes, Rice Krispies, Froot Loops, Kashi, Special K, Raisin Bran and Bear Naked.

The Davis Polk corporate team includes partners Daniel Brass and Michael Senders and associate Samuel Liebmann. Partners Nick Benham, Aaron Ferner and Jack Orford are providing finance advice. Partner Jennifer S. Conway is providing executive compensation advice. Partners Kara L. Mungovan and Aliza Slansky are providing tax advice. Partner Frank Azzopardi is providing intellectual property advice. Partner Nathaniel L. Asker is providing antitrust and competition advice. Members of the Davis Polk team are based in the New York and London offices.