LONDON, UK: The boards of directors of Hive Bidco Inc. and Hotel Chocolat Group plc reached agreement on the terms of a recommended cash acquisition, pursuant to which Bidco, a wholly-owned indirect subsidiary of Mars, Incorporated, will acquire Hotel Chocolat.

Under the terms, each Hotel Chocolat shareholder will be entitled to receive 375 pence in cash for each share valuing the entire issued and to be issued share capital of Hotel Chocolat at approximately £534 million on a fully diluted basis.

Mars has long admired Hotel Chocolat’s impressive credentials as a contemporary, premium brand with a differentiated product offering, world-class product quality and strong direct-to-consumer capabilities through its physical store presence and sophisticated digital commerce platform.

Mars believes that Hotel Chocolat and Mars are culturally aligned, with shared values of quality, sustainability and purpose among their guiding principles.

Mars’ stated purpose is “the world we want tomorrow starts with how we do business today” and it shares the passion and conviction in Hotel Chocolat’s mission, “to make people and nature happy through reinventing chocolate”.

Mars believes it is well-positioned to support Hotel Chocolat’s next growth phase with its international footprint, global supply chain and extensive commercial relationships, which could provide the Hotel Chocolat brand with an enhanced platform for growth in the UK and potentially in new geographies.

The Hotel Chocolat Directors, who have been so advised by Lazard and Liberum as to the financial terms of the Cash Offer, consider the terms of the Cash Offer to be fair and reasonable.

In providing their financial advice to the Hotel Chocolat Directors, Lazard and Liberum have each taken into account the commercial assessments of the Hotel Chocolat Directors.

Angus Thirlwell, Chief Executive Officer of Hotel Chocolat said: “Hotel Chocolat’s brand destiny is to become a leading premium chocolate brand in major markets through reinventing chocolate for people and nature. In Mars we have found a true meeting of minds – in strong cultural values, bold strategy and true long-termism.

Our Gentle Farming programme has got off to a promising start and we truly believe it can help make cocoa agriculture right for nature and for people. Joining forces with Mars to achieve an increased positive impact, is a huge attraction for us.

We know our brand resonates with consumers overseas, but operational supply chain challenges have held us back. By partnering with Mars, we can grow our international presence much more quickly using their skills, expertise and capabilities.

The pillars on which we have built the Hotel Chocolat brand – originality, authenticity and ethical trading, is precisely what brought Hotel Chocolat and Mars together and our intention is to strengthen and invest behind these. I’m excited about the future of the business and in Mars we have found an excellent long-term steward of the Hotel Chocolat brand and everything we stand for.”

Andrew Clarke, Global President of Mars Snacking, said: “We have long admired the fantastic business that Angus, Peter and the Hotel Chocolat team have created. Hotel Chocolat is a differentiated and much-loved brand, with an impressive product offering and a deep commitment to its values of originality, authenticity and ethical trading.

The Mars and Hotel Chocolat businesses are highly complementary, and during the course of our discussions with Hotel Chocolat’s leadership it has also become clear that there is a very strong cultural fit – with purpose at the heart of both organisations, and a shared passion for quality and sustainability.

Mars has a long and proud history in the UK, and today’s announcement further strengthens our commitment to this important market by bringing an exciting brand into our portfolio and deepening our relationship with consumers. Building on the strong foundations that Angus, Peter and their team have established, we are very excited to support Hotel Chocolat’s next phase of growth.

We are confident that Mars will be an excellent long-term home for Hotel Chocolat, providing a like-minded, entrepreneurial and purpose-led environment in which to maximise the potential of the Hotel Chocolat brand which is already so beloved by consumers.”

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