WK Kellogg Co Shareholders Approve $23 Per Share Merger with Ferrero International (KLG)

The merger of WK Kellogg Co (KLG) and Ferrero International has officially received shareholder approval. At a special virtual meeting held on September 19, 2025, WK Kellogg shareholders voted in favor of a $23 per share cash acquisition by Ferrero International, the global confectionery group best known for brands like Nutella, Kinder, and Ferrero Rocher.

The agreement, announced on July 10, 2025, set the stage for WK Kellogg, a legacy cereal maker, to be absorbed into Ferrero’s expanding U.S. operations. Following the vote and the company’s filing of a Form 8-K with the SEC, WK Kellogg is on track to become a wholly owned indirect subsidiary of Ferrero.

This article breaks down the deal from start to finish, explaining the agreement, shareholder approval process, implications for investors, and what it means for the food industry.

*Update - Shares of KLG to be delisted after the close of extended hours trading on September 25th

The Agreement and Plan of Merger

WK Kellogg signed the merger agreement with Ferrero International S.A. and Frosty Merger Sub, Inc. on July 10, 2025. Frosty Merger Sub, a Delaware corporation and wholly owned indirect subsidiary of Ferrero, will merge into WK Kellogg. The cereal company will survive the transaction and continue as a subsidiary of Ferrero.

The terms are straightforward:

• Each WK Kellogg common share will be converted into the right to receive $23 in cash, without interest and subject to withholding taxes.

• Shares held by WK Kellogg as treasury stock or owned by Ferrero, Frosty Merger Sub, or other subsidiaries will be cancelled.

• Shareholders who properly exercise appraisal rights under Delaware law will not receive cash but instead may petition for a judicially determined fair value of their shares.

What WK Kellogg Does

WK Kellogg Co is best known as the U.S. cereal business spun off from Kellogg Company. Its portfolio includes staple breakfast brands that have been fixtures on American tables for decades. With headquarters in Battle Creek, Michigan, the company manufactures and markets ready-to-eat cereals across major grocery and retail channels. WK Kellogg focuses primarily on North America, with products designed to appeal to a broad base of consumers ranging from value-seekers to health-conscious households.

Voting Agreements with Key Shareholders

To strengthen support for the deal, Ferrero entered into voting agreements with several large stakeholders:

• The W.K. Kellogg Foundation Trust

• Trusts and family entities managed by Zachary Gund and his family

• Additional Gund family trusts

Under these agreements, these shareholders committed to vote their shares in favor of the merger and against any competing transaction. Because of these commitments, Ferrero secured early backing from significant blocks of WK Kellogg stock, improving the likelihood of passage at the special meeting.

Results of the Vote

On the meeting date, shareholders voted in favor of the merger, confirming the $23 per share cash payout. WK Kellogg filed a Form 8-K with the SEC on September 19, 2025, formally disclosing the results and confirming shareholder approval.

The approval means the merger will now proceed toward closing, subject to customary final conditions.

Implications for Shareholders

Shareholders now have clarity on what to expect:

• Cash payout: Each share of WK Kellogg common stock will be exchanged for $23 in cash. Payment will be distributed shortly after the merger closes.

• Loss of trading status: Once the deal is complete, WK Kellogg shares will be delisted and will no longer trade publicly.

• Appraisal rights: Dissenting shareholders who followed the steps outlined in Section 262 of Delaware law may seek a judicial appraisal of their shares.

Why Ferrero Pursued the Deal

Ferrero’s acquisition of WK Kellogg is part of a broader strategy to diversify its U.S. portfolio beyond confectionery. The company has been steadily expanding its footprint in North America, acquiring brands and production capacity to strengthen its market position.

For Ferrero, WK Kellogg provides:

• Established cereal brands with wide distribution

• Strong presence in grocery aisles across the U.S.

• Opportunities to cross-leverage brand recognition with its existing portfolio

Synergies Between WK Kellogg and Ferrero

The two companies bring complementary strengths. WK Kellogg’s cereal brands offer Ferrero entry into a category it has not previously dominated, while Ferrero’s global scale in confectionery provides new distribution opportunities for WK Kellogg products. Shared supply chain efficiencies, marketing resources, and innovation pipelines could lead to cost savings and stronger brand launches. Retailers may also benefit from more bundled offerings, positioning Ferrero as a partner with a broader product set.

Market and Industry Impact

The merger is significant not only for investors but also for the food industry at large:

• Breakfast competition: Ferrero gains an immediate foothold in the cereal market, competing with General Mills and Post Holdings.

• Retail positioning: Combining Ferrero’s sweets with Kellogg’s cereals may strengthen bargaining power with major retailers.

• Consumer reach: The integration of iconic brands from both sides could lead to new product collaborations and stronger shelf presence.

The move signals a trend of consolidation in the packaged foods industry, where global firms seek to balance portfolios across categories.

Expectations Post Merger

After the merger closes, WK Kellogg will operate as a wholly owned subsidiary of Ferrero. While specific integration details have not been disclosed, analysts expect Ferrero to retain WK Kellogg’s management expertise and Battle Creek operations while streamlining overlapping corporate functions. Consumers are unlikely to see immediate changes on store shelves, but over time Ferrero is expected to invest in brand innovation, new product launches, and marketing campaigns. The merger may also lead to expanded international distribution for WK Kellogg cereals, leveraging Ferrero’s established global footprint.

Final Word

The approval of WK Kellogg’s merger with Ferrero International represents a major shift in the packaged food industry. For shareholders, it provides a cash exit at $23 per share. For Ferrero, it represents a strategic move into the breakfast foods market, expanding its U.S. operations and positioning it for growth in new categories.

The deal underscores the ongoing trend of global food giants acquiring U.S. brands to secure growth opportunities in a competitive market. Shares of WK Kellogg (KLG) to be delisted after the close of extended hours trading on September 25th.

Frequently Asked Questions

What do WK Kellogg shareholders receive in this merger?

Each share of WK Kellogg common stock will be exchanged for $23 in cash.

When will payouts be distributed?

Payments will be made shortly after the merger closes, once administrative steps are completed.

What happens to WK Kellogg stock after the merger?

Shares will be delisted and will no longer trade publicly once the merger is finalized.

Do shareholders have any recourse if they disagree with the deal?

Yes. Shareholders who did not vote in favor can pursue appraisal rights under Delaware law, which allows them to seek a court-determined value for their shares.

Why did Ferrero acquire WK Kellogg?

Ferrero is expanding its presence in North America. By acquiring WK Kellogg, it gains well-known cereal brands, adds scale, and diversifies beyond its traditional confectionery business.

Kellogg KLG Merger

Kellogg KLG Merger

Disclaimer: This article is for informational purposes only and should not be considered financial advice. Investors should consult professional advisors or review official SEC filings before making investment decisions. Don't rely on statements made in this article while making any financial decisions.