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Greencore Group PLC, Ireland’s leading sandwich and convenience food producer, announced today that it has entered into a definitive agreement to acquire Bakkavor Group PLC, a major UK ready-to-eat meals manufacturer, in a cash and share transaction valued at approximately £1.2 billion ($1.6 billion).

The transaction, which Greencore describes as a strategic move to create a U.K. convenience food powerhouse, has already secured the support of 69.4% of Bakkavor shareholders. Upon completion, Greencore shareholders will own approximately 56% of the combined group, with Bakkavor shareholders holding the remaining 44%.

This landmark deal—Greencore devours UK meal maker Bakkavor for £1.2B—marks a pivotal moment in the convenience food sector. The combined company will generate estimated annual revenues of £4 billion and employ around 30,500 people.

Dalton Philips, CEO of Greencore, commented:

“This is a transformative opportunity. The combined group will be better positioned to invest in innovation and product development, delivering more choice to consumers throughout the day.”

Bakkavor, known for producing meals, salads, pizzas, and desserts for major UK retailers such as Tesco, Waitrose, Marks & Spencer, and Sainsbury’s, previously declined earlier offers from Greencore. However, the current offer values Bakkavor shares at 200 pence, representing a 32.5% premium over the share price prior to announcement.

An additional contingent payment may be made to Bakkavor shareholders should performance milestones be achieved, including the sale of its U.S. business.

The acquisition is being executed via a scheme of arrangement under the UK Companies Act 2006 and will require approval from at least 75% of Bakkavor shareholders at meetings scheduled for July 7. Greencore shareholders will also vote on the reverse takeover classification under UK Listing Rules at a July 4 general meeting.

Legal and Financial Advisors:

• Greencore is advised by Slaughter and May, Arthur Cox LLP (Irish law), and Cravath, Swaine & Moore LLP (U.S. counsel, led by partner Philip J. Boeckman). Financial advice is provided by Rothschild & Co. and Deutsche Numis, with Ashurst LLP acting for Rothschild.

• The Ashurst team includes partners Tom Mercer, Tim Rennie, and Stuart Rubin, with senior U.S. counsel Jeffrey Johnson and a dedicated associate team.

• Bakkavor is advised by Freshfields LLP, A&L Goodbody LLP (Irish law), with financial advisers Citigroup Global Markets Ltd. and Peel Hunt LLP.

The transaction remains subject to customary regulatory approvals, including clearance from the UK Competition and Markets Authority and under the U.S. Hart-Scott-Rodino Antitrust Improvements Act. The companies anticipate that the deal will become effective in early 2026.

Simon Burke, Chair of Bakkavor, said: