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InvestIndustrial has signed an agreement to acquire TreeHouse Foods in an all-cash transaction for a total enterprise value of $2.9 billion.

TreeHouse Foods is a major player in private brands snacking and beverage manufacturing, headquartered in Illinois, US.

InvestIndustrial, an independently managed European investment subsidiary under the InvestIndustrial VIII group, will welcome TreeHouse Foods to its global food and beverage portfolio following the acquisition.

Steve Oakland, chairman, CEO and president of TreeHouse Foods, said that the company has been executing a strategy to become a “focused snacking and beverage private brand leader with depth in categories, attractive long-term prospects and an agile operating model”.

“Our agreement with InvestIndustrial, a leading European investor with a strong track record in food manufacturing and related sectors, will provide shareholders with immediate cash value, at a substantial premium,” he commented.

“I am incredibly grateful to the entire TreeHouse Foods team for helping us reach this milestone, and we look forward to partnering with InvestIndustrial to position TreeHouse Foods for continued success in its next chapter.”

Upon completion of the transaction, TreeHouse Foods will become a private company and its common stock will no longer be listed on the New York Stock Exchange.

Andrea C Bonomi, chairman of the Industrial Advisory Board of InvestIndustrial, confirmed that TreeHouse Foods will operate independently within InvestIndustrial’s portfolio. InvestIndustrial portfolio companies will have a total of 85 manufacturing plants and 16,000 employees following the deal.

“We have long admired TreeHouse Foods and have tremendous respect for Steve and the entire team, who have built a dynamic snacking and beverage leader and supply chain partner to blue-chip retail, foodservice and food-away-from-home customers across North America,” Bonomi added.

“We are confident in the long-term growth opportunities in private brands and the categories where TreeHouse Foods operates, as well as the company’s ability to build on its strong foundation of leadership. We look forward to working closely with the TreeHouse Foods leadership team and employees to drive its long-term success.”

The transaction has been unanimously approved by the TreeHouse Foods board of directors, and is expected to close in the first quarter of 2026, subject to shareholder approval, regulatory approvals and other customary closing conditions.

Jana Partners, a 10% shareholder of TreeHouse Foods common stock, has entered into a customary voting agreement to vote in favour of the transaction at the meeting of TreeHouse Foods shareholders to be held in connection with the transaction. The transaction is not subject to financing conditions.

Under the terms of the deal, TreeHouse Foods shareholders will receive $22.50 per share in cash for each share of common stock owned at closing, and one non-transferable contingent value right (CVR) per common share. The CVR will provide a holder with an opportunity to receive net proceeds, if any are recovered, from ongoing litigation relating to part of TreeHouse Foods’ coffee business.

The upfront cash portion of the consideration of $22.50 per common share represents an equity value of $1.2 billion, a 38% premium to TreeHouse Foods’ closing share price on 26 September – the last full trading day prior to market speculation around a transaction.

In February 2014, TreeHouse Foods – along with its subsidiaries Bay Valley Foods and Sturm Foods – filed a lawsuit against Keurig Dr Pepper’s subsidiary, Keurig Green Montain, asserting claims under antitrust and unfair competition laws. It accused KGM of monopolising alleged markets for single-serve coffee brewers and single-serve coffee pods, and is seeking monetary damages, declaratory relief, injunctive relief and attorneys’ fees.

In August 2020, the company’s economic experts estimated monetary damages to be in the range of $719.4 million to $1.5 billion for the antitrust claims, before trebling, and $358 million for a subset of the company's false advertising claims, without accounting for discretionary trebling by the court. The matter remains pending, with summary judgment motions fully briefed.