– Ingredion has agreed to acquire London-listed Tate & Lyle for 595 pence per share in cash, valuing the specialty food ingredients maker at approximately £2.7 billion ($3.6 billion)
– Including permitted dividends of up to 20 pence per share, total shareholder value reaches 615 pence — a 64% premium to Tate & Lyle’s undisturbed share price
– The deal, structured as a court-sanctioned scheme of arrangement, has unanimous backing from Tate & Lyle’s board and secured irrevocable undertakings representing 17.1% of shares
LONDON: Ingredion Incorporated has struck a deal to acquire British specialty food and beverage solutions business Tate & Lyle PLC in a recommended cash transaction valued at roughly £2.7 billion, the companies announced Monday.
Under the terms of the agreement, Tate & Lyle shareholders will receive 595 pence in cash per share, plus a final dividend for the fiscal year ended March 31, 2026 of no more than 13.2 pence, and an interim dividend for the half-year ending September 30, 2026 of no more than 6.8 pence. The total package of up to 615 pence per share represents a 64% premium to Tate & Lyle’s closing price on May 13, the last trading day before the offer period began.
The cash consideration alone implies an enterprise value of £3.7 billion ($5.0 billion), based on a fully diluted share count.
“This compelling combination will create exciting new possibilities for employees and generate significant value for all stakeholders,” said Jim Zallie, chairman and CEO of Ingredion.
The deal caps a multi-year strategic overhaul at the 165-year-old Tate & Lyle. The company sold its Primary Products commodity business in the Americas to KPS Capital Partners in two transactions completed in April 2022 and June 2024, then acquired CP Kelco, a global pectin and specialty gums provider, in November 2024.
“We have 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,” said David Hearn, chairman of Tate & Lyle.
Yet the operating environment has deteriorated, with consumer sentiment weakening across all major regions. Tate & Lyle reported a 3% revenue decline and 3% pro forma adjusted EBITDA decline for the year ended March 31, 2026.
Ingredion sees the acquisition as a means to accelerate its customer solutions-led growth strategy. The combined entity would generate approximately $9.9 billion in revenue and $1.8 billion in adjusted EBITDA, according to the companies.
The integration is expected to deliver roughly $130 million in annual net cost synergies by the end of 2030, with one-time implementation costs of approximately $175 million. The deal is projected to be more than 15% accretive to adjusted EPS in the first full fiscal year following closing.
The combined group plans to maintain an investment-grade rating, with pro forma net debt to adjusted EBITDA of approximately 3 times at closing, decreasing to roughly 2.5 times within 18 months post-completion.
The acquisition is being implemented as a court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006, though Ingredion reserves the right to structure it as a takeover offer subject to regulatory consent.
The deal requires approval from a majority in number of scheme shareholders representing at least 75% in value at a court meeting, plus passage of resolutions at a general meeting. The transaction is expected to become effective during the second half of 2027, subject to satisfaction of conditions including antitrust clearances.
Goldman Sachs and Greenhill are acting as financial advisers to Tate & Lyle. The Tate & Lyle board has unanimously recommended that shareholders vote in favor of the scheme.
