TreeHouse Foods Provides Update on Strategic Review Process

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Mar 14, 2022, 06:55 ET

Focused on Driving Growth and Shareholder Value in Snacking and Beverages Business and Streamlining Operations

Continuing to Explore Divestiture Transactions, Including Sale of Portions of Meal Preparation Business

Reaffirms 2022 Guidance

OAK BROOK, Ill., March 14, 2022 /PRNewswire/ -- TreeHouse Foods, Inc. (NYSE: THS) ("TreeHouse" or "the Company") today provided an update on the evaluation of strategic alternatives.

After extensive discussion and careful deliberation, and with input from independent legal and financial advisors, the Board has concluded that the focus of its ongoing strategic review will be to continue reshaping TreeHouse by building leadership and depth around a focused group of categories in its higher-growth Snacking & Beverages business. TreeHouse will continue its exploration of potential divestiture transactions, including the sale of portions of the Meal Preparation business, either in a single transaction or in a series of transactions. The Board also has unanimously determined it is not the right time to pursue a sale of the whole Company, but it remains open to all alternatives to maximize shareholder value.

Ann M. Sardini, Chair of the Board, commented, "Throughout the comprehensive strategic review process, we have received clear feedback from multiple constituencies that the long-term prospects for private label and for TreeHouse remain highly compelling, but the business mix is complex. That feedback further validates the Company's strategic plan for simplification and growth. In addition, the feedback cited the impact the macro-economic and financing environment, which has changed significantly since we began the exploration of a sale of the Company, has had on the Company's business in the short term. Accordingly, the Board has determined that now is not the right time to pursue a sale of the entire Company to maximize shareholder value. Rather, building on management's successful transformation work executed since 2018, the Board and the management team are focused on maximizing value in our higher-growth, higher-margin Snacking & Beverages businesses, further streamlining and simplifying the cost structure and divesting portions of our Meal Preparation businesses. We remain open to all alternatives to maximize shareholder value."

Steve Oakland, Chief Executive Officer and President, said, "The demand trends in private label continue to strengthen, and we are well-positioned to build on our momentum in advantaged categories. We remain confident in our strategy and our outlook for the full year. Our commitment to supporting our customers to meet their growing demand, combined with our ongoing plans to implement supply chain enhancements to reduce costs and improve margins, will drive meaningfully improved results and value creation. I want to thank our team of dedicated TreeHouse employees for their commitment to serving our customers and delivering value as we navigate the current environment."

The Company reaffirmed its 2022 guidance, including net sales growth of at least 11% year-over-year and Adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") of $385 to $415 million, up approximately 5% year-over-year at the midpoint. ¹ TreeHouse expects that improvement in its performance will be weighted toward the second half of the year, as TreeHouse expects labor shortages and supply chain disruption will continue to challenge profitability and volume in the first half.

There can be no assurance that any divestitures of any portions of the Meal Preparation assets or any other transaction will be achieved, and TreeHouse does not intend to comment further on the process unless and until the Board has approved a specific course of action or otherwise determined that further disclosure is appropriate or required by law.

ABOUT TREEHOUSE FOODS

TreeHouse Foods, Inc. is a leading manufacturer and distributor of private label foods and beverages in North America. We operate in 29 product categories across two divisions and have approximately 40 production facilities across North America and Italy. Across our diverse portfolio, we have a private label leadership position in many categories and offer a range of better-for-you and nutritional solutions, such as items considered to be organic, or gluten-free, across nearly every category. Our purpose is to make high quality food and beverages affordable to all. Our mission is to create value as our customers' preferred manufacturing and distribution partner, providing thought leadership, superior innovation, and a relentless focus on execution.

Additional information, including TreeHouse's most recent Forms 10-Q and 10-K, may be found at TreeHouse's website, http://www.treehousefoods.com.

Forward-Looking Statements

This press release contains "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements and other information are based on our beliefs, as well as assumptions made by us, using information currently available. The words "anticipate," "believe," "estimate," "project," "expect," "intend," "plan," "should," and similar expressions, as they relate to us, are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected, or intended. We do not intend to update these forward-looking statements following the date of this press release. Such forward-looking statements, because they relate to future events, are by their very nature subject to many important factors that could cause actual results to differ materially from those contemplated by the forward-looking statements contained in this press release and other public statements we make. Such factors include, but are not limited to: risks related to the impact of the ongoing COVID-19 outbreak on our business, suppliers, consumers, customers, and employees; the success of our growth, reinvestment, and restructuring programs; our level of indebtedness and related obligations; disruptions in the financial markets; interest rates; changes in foreign currency exchange rates; customer concentration and consolidation; raw material and commodity costs; competition; loss of key suppliers; disruptions or inefficiencies in our supply chain and/or operations, including from the ongoing COVID-19 outbreak; our ability to continue to make acquisitions and execute on divestitures in accordance with our business strategy or effectively manage the growth from acquisitions; impairment of goodwill or long lived assets; changes and developments affecting our industry, including customer preferences; the outcome of litigation and regulatory proceedings to which we may be a party; product recalls; changes in laws and regulations applicable to us; shareholder activism; disruptions in or failures of our information technology systems; disruptions resulting from the announcement of the exploration of strategic alternatives; changes in weather conditions, climate changes, and natural disasters; labor strikes or work stoppages; multiemployer pension plans; labor shortages and increased competition for labor; and other risks that are set forth in the Risk Factors section, the Legal Proceedings section, the Management's Discussion and Analysis of Financial Condition and Results of Operations section, and other sections of our Annual Report on Form 10-K for the year ended December 31, 2021, and from time to time in our filings with the Securities and Exchange Commission. You are cautioned not to unduly rely on such forward-looking statements, which speak only as of the date made when evaluating the information presented in this press release. TreeHouse expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in its expectations with regard thereto, or any other change in events, conditions or circumstances on which any statement is based.

Additional Information

The Company intends to file a proxy statement on Schedule 14A, an accompanying WHITE proxy card and other relevant documents with the Securities and Exchange Commission (the "SEC") in connection with the solicitation of proxies from the Company's shareholders for the Company's 2022 annual meeting of shareholders. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ THE COMPANY'S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders may obtain a copy of the definitive proxy statement, an accompanying WHITE proxy card, any amendments or supplements to the definitive proxy statement, and other documents filed by the Company with the SEC at no charge at the SEC's website at www.sec.gov. Copies will also be available at no charge in the "SEC Filings" subsection of the "Financials" section of the Company's Investor Relations website at https://www.treehousefoods.com/investors or by contacting the Company's Investor Relations department at 708.483.1331, as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.

Participants in the Solicitation

The Company, its directors, and certain of its executive officers are participants in the solicitation of proxies from the Company's shareholders in connection with matters to be considered at the Company's 2022 annual meeting of shareholders. Information regarding the direct and indirect interests, by security holdings or otherwise, of the Company's directors and executive officers is included in the Company's Proxy Statement on Schedule 14A for its 2021 annual meeting of shareholders, filed with the SEC on March 19, 2021. Changes to the direct or indirect interests of the Company's directors and executive officers are set forth in SEC filings on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4. These documents are available free of charge as described above. Updated information regarding the identities of potential participants and their direct or indirect interests, by security holdings or otherwise, in the Company will be set forth in the Proxy Statement for the Company's 2022 annual meeting of shareholders and other relevant documents to be filed with the SEC, if and when they become available.

¹ The Company is not able to reconcile prospective adjusted EBITDA to the most comparable GAAP financial measures without unreasonable effort due to the inherent uncertainty and difficulty of predicting the occurrence, financial impact, and timing of certain items impacting GAAP results. These items include, but are not limited to, mark-to-market adjustments of derivative contracts, foreign currency exchange on the re-measurement of intercompany notes and other non-recurring events or transactions that may significantly affect reported GAAP results.

SOURCE TreeHouse Foods, Inc.