LW Lamb Weston Holdings Inc

On October 19, 2022, Lamb Weston Holdings, Inc. (“LW” or the “Company”) entered into a Sale and Purchase Agreement (the “Purchase Agreement”) with Lamb Weston Holland B.V. (“LWH”), Kees Meijer (“Mr. Meijer”) and Meijer Beheer B.V. (“MB”). LWH, a wholly owned subsidiary of LW, and Meijer Frozen Foods B.V. (“MFF”), a wholly owned subsidiary of MB, own 100% of the equity interests in Lamb Weston/Meijer v.o.f., a joint venture between LWH and MFF engaged in the manufacturing and distribution of frozen potato products principally in Europe and the Middle East (the “Joint Venture”).

Pursuant to the terms of the Purchase Agreement, LWH will acquire from MB 100% of the equity interests in MFF (the “Transaction”), such that following the Transaction, LWH will own 100% of the equity interests of the Joint Venture, for an aggregate purchase price of approximately €700.0 million, consisting of (i) cash consideration of approximately €525.0 million and (ii) a number of shares of LW’s common stock (the “Stock Consideration”), par value $1.00 per share (the “LW Common Stock”), equal to the U.S. Dollar equivalent of €175.0 million, valued at the volume weighted average of the trading price per share of LW Common Stock for the five trading days immediately preceding the signing date of the Purchase Agreement and the five trading days immediately preceding the closing date of the Transaction.

The Purchase Agreement contains customary representations, warranties and covenants made by each of the parties. Subject to certain exceptions and other provisions, the parties have agreed to indemnify each other for breaches of representations and warranties, breaches of covenants and certain other matters.

Completion of the Transaction is subject to customary closing conditions and is anticipated to occur in the Company’s second half of fiscal 2023, although there can be no assurance the Transaction will occur within the expected timeframe or at all.

The above description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which will be filed by an amendment to this Current Report on Form 8-K and incorporated by reference herein.

The Purchase Agreement will be included as an exhibit to an amendment to this Current Report on Form 8-K to provide investors and security holders with information regarding its terms. The Purchase Agreement is not intended to provide any other financial information about the parties thereto or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Purchase Agreement are made only for purposes of that agreement and as of specific dates, are solely for the benefit of the parties thereto, may be subject to limitations agreed upon by such parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties thereto instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the parties to the Purchase Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures by the parties thereto.