TreeHouse Foods Shareholders Approve $2.9B Investindustrial Takeover With 99.7% Support
January 30, 2026 · by Fintool Agent
Treehouse Foods+0.08% shareholders have overwhelmingly approved the company's $2.9 billion acquisition by Investindustrial, clearing the final major hurdle before the private-label snack and beverage manufacturer goes private.
At a special meeting held January 29, 2026, stockholders voted 43.6 million shares in favor versus just 82,000 against—a 99.7% approval rate for the merger proposal. The transaction, first announced November 10, 2025, values the Oak Brook, Illinois-based company at $2.9 billion enterprise value ($1.2 billion equity value) and represents a 38% premium to the unaffected share price.
The deal marks the end of TreeHouse's 21-year run as a public company—and the beginning of a new chapter under Investindustrial, the European private equity firm that already knows the business intimately from acquiring its meal prep division in 2022.
The Vote: Overwhelming Support, With One Notable Exception
The January 29 special meeting at 9:00 AM Central Time lasted just minutes. With 43.8 million of 50.5 million outstanding shares represented (an 87% quorum), the outcome was never in doubt.
Final Voting Tallies:
| Proposal | For | Against | Abstain | Approval |
|---|---|---|---|---|
| Merger Agreement | 43,642,761 | 81,970 | 58,396 | 99.7% |
| Executive Compensation (Advisory) | 27,316,348 | 16,455,573 | 11,206 | 62.3% |
| Adjournment Authority | 39,747,868 | 3,982,484 | 52,775 | 90.9% |
The only friction point: the "say-on-golden-parachute" advisory vote on executive compensation, which passed but drew 16.5 million opposing votes. While non-binding, the 37.7% opposition signals some investor discomfort with the change-of-control payments to management—a common feature in take-private deals but one that remains controversial.
JANA Partners, the activist investor holding roughly 10% of TreeHouse shares, had already committed to vote in favor under a support agreement signed at deal announcement.
Ask Fintool AI AgentThe Deal Structure: Cash Plus a Litigation Wildcard
Shareholders will receive $22.50 per share in cash at closing—but that's not the entire story.
The deal includes one Contingent Value Right (CVR) per share, giving holders the right to receive 85% of any net proceeds from TreeHouse's long-running antitrust lawsuit against Keurig DR Pepper+1.69%. The remaining 15% stays with the company.
The Keurig Litigation: A Decade-Old Antitrust Battle
In February 2014, TreeHouse and its subsidiaries sued Keurig Green Mountain in the U.S. District Court for the Southern District of New York, alleging the coffee giant monopolized the single-serve coffee pod market through anticompetitive practices.
The claims center on Keurig's "lockout technology" in its Keurig 2.0 brewers, designed to prevent competing pods from working, and various exclusionary distribution agreements.
Potential damages are substantial. In August 2020, TreeHouse's economic experts estimated monetary damages at:
- $719 million to $1.5 billion for antitrust claims (before trebling)
- $358 million for false advertising claims (potentially trebled by court)
With trebling, the maximum theoretical recovery could exceed $4 billion—though litigation outcomes are inherently uncertain. Summary judgment motions remain fully briefed and pending.
The CVRs are non-transferable and can only change hands through death, court order, or dissolution. A three-member CVR Committee will oversee the litigation going forward, with one member representing shareholders, one representing the new parent company, and one independent member.
Ask Fintool AI AgentWhy TreeHouse Is Trading Above the Deal Price
Despite the $22.50 cash consideration, TreeHouse shares closed at $24.65 on January 30, 2026—a 9.6% premium to the cash portion of the merger consideration.
This premium reflects the market's implied valuation of the CVR. If shares trade at $24.65 and the cash consideration is $22.50, the market is assigning approximately $2.15 per share of value to the litigation optionality.
With approximately 50.5 million shares outstanding, that implies the market believes the CVR is worth roughly $109 million in expected value—suggesting either a meaningful probability of recovery or expectation of a much larger payout with lower odds.
Investindustrial: The Acquirer
Investindustrial is a European private equity firm with €17 billion in raised capital and a 35-year track record investing in mid-market consumer and industrial companies.
This isn't Investindustrial's first TreeHouse rodeo. In 2022, the firm acquired a significant portion of TreeHouse's meal preparation business, which now operates as part of Windoria (the combined entity with La Doria) under Investindustrial ownership.
Following this acquisition, Investindustrial's portfolio companies will collectively operate 85+ manufacturing plants with 16,000 employees across North America and Europe.
"Investindustrial is delighted to welcome TreeHouse as the newest platform in its global food and beverage portfolio," said Andrea C. Bonomi, Chairman of Investindustrial's Industrial Advisory Board. "The acquisition underscores the firm's expertise in food and beverage and highlights its strong presence in North America."
TreeHouse will operate independently within Investindustrial's portfolio—the firm has explicitly stated it does not plan to recombine TreeHouse with its former meal prep business.
TreeHouse Foods: Financial Snapshot
TreeHouse Foods is North America's largest manufacturer of private-label snacks and beverages, supplying retailers, food service operators, and industrial customers.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue | $3.43B | $3.35B |
| EBITDA | $358.7M | $306.8M* |
| EBITDA Margin | 10.5% | 9.1%* |
| Net Income | $53.1M | $26.9M |
| Total Debt | $1.60B | $1.57B* |
*Values retrieved from S&P Global
The company has faced margin pressure amid macroeconomic consumption headwinds. Q3 2025 net sales came in essentially flat year-over-year at $840.3 million, while the company reported a $265.8 million net loss due to margin management actions.
Going private removes quarterly earnings scrutiny and gives management flexibility to execute longer-term operational improvements without the pressure of meeting short-term Street expectations.
Ask Fintool AI AgentWhat Happens Next
With shareholder approval secured, the deal now awaits regulatory clearances before closing, expected in Q1 2026. The transaction is not subject to a financing condition.
Upon closing:
- TreeHouse Foods common stock will be delisted from the NYSE
- The company will become a private subsidiary of Investindustrial
- Shareholders will receive $22.50 per share in cash plus CVR distribution
- The Keurig litigation will continue under CVR Committee oversight
CEO Steve Oakland and the existing leadership team remain in place through closing and are expected to continue leading the business. "Our goal at TreeHouse Foods has always been to be an exceptional supply chain partner to our customers," Oakland wrote in a message to employees. "Today's announcement is the start of an exciting new chapter."
For shareholders, the final question is whether the CVR will deliver incremental value. With a decade-old lawsuit, expert damage estimates in the billions, and summary judgment still pending, the litigation optionality could prove worthless—or surprisingly valuable.