Ferrero closes $23/share acquisition of WK Kellogg Co; stock delisted

WK Kellogg Co

Each share converted into $23 cash; aggregate purchase price ~$1.99B.
Trading on NYSE halted and stock to be delisted; Form 25 to be filed.
All eight directors resign; Merger Sub directors appointed to board.
Credit agreement terminated and all indebtedness repaid at closing.
Ferrero plans to invest in and grow WK Kellogg's brand portfolio.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

WK Kellogg Co: By-laws amended and restated in their entirety following the Merger.

Change: bylaw amendment

Exact text from the filing

the Amended and Restated By-laws of the Company were amended and restated in their entirety and replaced with the bylaws in the form attached hereto as Exhibit 3.2

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

WK Kellogg Co: Certificate of Incorporation amended and restated in its entirety following the Merger.

Change: charter amendment

Exact text from the filing

the Amended and Restated Certificate of Incorporation of the Company was amended and restated in its entirety and replaced with the certificate of incorporation in the form attached hereto as Exhibit 3.1

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Source: SEC EDGAR

accession 0001193125-25-219988

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