ST. LOUIS, 28 Feb. 10, 2022 (GLOBE NEWSWIRE) — Post Holdings, Inc. (NYSE:POST) (“Post”) today announced the final payout ratio for the planned 80.1% spin-off of Post’s stake in BellRing. Brands, Inc. (“BellRing”) to Post shareholders.
Subject to the satisfaction of certain customary conditions described below, Post is expected to distribute an aggregate of 78,076,819 shares of common stock of BellRing Distribution, LLC (which will convert to a Delaware corporation prior to the distribution and be renamed “BellRing Brands, Inc. . .”) (“New BellRing”) on a pro rata basis to Post shareholders. Based on the number of Post common shares outstanding as of 5:00 p.m. Central Time on February 25, 2022 (the “Record Date”), Post shareholders will receive 1.267788 New BellRing common shares for each common of Post held. Post shareholders will receive cash in lieu of any fractional New BellRing ordinary shares. The trading of Post shares, with or without New BellRing shares, and New BellRing shares alone, is described below in the section “Bilateral Trading of Post Common Shares on the NYSE”.
Post expects the distribution to be completed in March 2022, subject to the satisfaction or waiver of certain conditions, including the receipt of certain tax notices and the approval of BellRing shareholders (including the approval of shareholders of BellRing other than Post, New BellRing and their affiliates). There can be no assurance that the proposed transactions will be completed as expected or at all.
Two-way trading of post-common stock on the NYSE
From February 24, 2022 until the close of business on the Distribution Date, there are two markets for Post common stock on the New York Stock Exchange (the “NYSE”): a “normal” market and a non-distribution market. During this period of two-way trading of Post common stock, a Post shareholder may sell the right to his New BellRing common stock that he will receive as a result of the distribution on an “when issued” market. These trading options are described in more detail below.
If, during the Bilateral Trading Period, a Post Shareholder sells Post common stock in the “normal” market (under Post’s NYSE symbol, “POST”), the Shareholder will sell both Post Common Shares and its right to receive New BellRing Common Shares pursuant to the distribution.
If, during this bilateral trading period, a Post shareholder sells shares of Post common stock in the “ex-distribution” market (under the temporary NYSE symbol “POST WI”), the shareholder will only sell their shares of Post. common shares of Post and will retain its right to receive common shares of New BellRing pursuant to the distribution.
A Post shareholder also has the option to sell their right to New BellRing common stock and hold their Post common stock for that period in the market “when issued”. This option will be available under the temporary NYSE symbol “BRBR WI”.
Trades under the symbols “POST WI” and “BRBR WI” will be settled after the distribution date. If the distribution is not completed, all trades under the symbols “POST WI” and “BRBR WI” will be void.
In any event, investors are encouraged to consult their financial advisors regarding the specific implications of selling Post common stock or the right to receive New BellRing common stock on or before the close of business on the date of distribution.
Certain matters discussed in this press release are forward-looking statements. These forward-looking statements are made on the basis of events and circumstances known at the time of their publication and, as such, are subject to uncertainties and changes in circumstances. These forward-looking statements include statements regarding Post’s proposed distribution of a substantial portion of its interest in BellRing to Post shareholders, including the amount of New BellRing stock that Post intends to distribute, the form of the distribution and the expected time of completion of the transaction. There can be no assurance that the proposed distribution will be completed as expected or at all, and there are a number of risks, uncertainties and assumptions that could cause actual results to differ materially from the forward-looking statements made herein. , including risks related to unforeseen events, developments that prevent, delay or negatively impact the proposed distribution, the ongoing conflict in Ukraine, the rapidly changing situation related to the COVID-19 pandemic and other financial, operational and legal risks and uncertainties described in Post’s filings with the Securities and Exchange Commission (the second). These forward-looking statements represent the judgment of Post as of the date of this release. Post, however, disclaims any intention or obligation to update these forward-looking statements.
Additional information and where to find it
This press release does not constitute an offer to sell, the solicitation of an offer to sell or the solicitation of an offer to buy securities, and there will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful. prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities will be made except by means of a prospectus satisfying the requirements of Section 10 of the Securities Act of 1933, as amended. In connection with the proposed transaction, New BellRing (as BellRing Distribution, LLC) has filed a registration statement of New BellRing on Form S-4 (File No. 333-261741) with the SEC, which contains a prospectus of New BellRing and a definitive proxy statement of BellRing, dated February 3, 2022, and a registration statement of New BellRing on Form S-4/S-1 (File No. 333-261873) with the SEC, which contains a prospectus of New BellRing, dated February 14, 2022. INVESTORS AND SECURITYHOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENTS/PROSPECTUS, PROXY STATEMENT AND ANY DOCUMENTS INCORPORATED BY REFERENCE, ANY AMENDMENTS OR ADDITIONAL TO THESE FILINGS, AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NEW BELLRING, BELLRING AND THE PROPOSED TRANSACTION. The registration statements were declared effective by the SEC on February 3, 2022, and a definitive proxy statement/prospectus was mailed on or about February 3, 2022 to shareholders of BellRing requesting that such shareholders adopt the agreement final for the proposed transaction. Investors and security holders will be able to obtain these documents (when they become available) and other documents filed with the SEC free of charge at the SEC’s website, www.sec.gov, Post’s website, www. .postholdings.com or the BellRing website. , www.bellring.com.
The dealing in and distribution of this release may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction. No offer of securities will be made, directly or indirectly, in or in any jurisdiction where it would be contrary to the laws of that jurisdiction.
Participants in a solicitation
Post, BellRing, New BellRing and their respective directors and officers and other officers and employees may be considered participants in the solicitation of proxies from BellRing shareholders with respect to the approvals required to complete the proposed transaction. . More detailed information regarding the identity of these potential participants and any direct or indirect interest they may have in the proposed transaction, through securities holdings or otherwise, are set forth in BellRing’s definitive proxy statement filed with of the SEC. Information regarding Post’s directors and officers is available in its definitive proxy statement, which was filed with the SEC on December 6, 2021. Information regarding BellRing’s directors and officers is available in its proxy statement. definitive proxy statement, which has been filed with the SEC. with the SEC on December 29, 2021, and its definitive proxy statement relating to the proposed transaction, which was filed with the SEC on February 3, 2022. Free copies of these materials may be obtained as described above. .
About Post Holdings, Inc.
Post Holdings, Inc., headquartered in St. Louis, Missouri, is a consumer packaged goods holding company operating in the core food, refrigerated, restaurant, food ingredient and practical nutrition. Its businesses include Post Consumer Brands, Weetabix, Michael Foods, Bob Evans Farms and BellRing Brands. Post Consumer Brands is a leader in the ready-to-eat cereal category in North America and also markets Peter Pan® nut butters. Weetabix is home to the UK’s best-selling ready-to-eat cereal brand, Weetabix®. Michael Foods and Bob Evans Farms are leaders in chilled foods, providing innovative, value-added chilled egg and potato side dishes to restaurant and retail chains. Post’s publicly traded subsidiary, BellRing Brands, Inc. is a holding company operating in the global convenient nutrition category through its leading brands of First protein® and Dymatize®. Post participates in the private label food category through its investment with third parties in 8th Avenue Food & Provisions, Inc., a leading private label-focused consumer products holding company. For more information, visit www.postholdings.com.