PRER14A 1 ny20024121x9_prer14a.htm PRER14A

TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Filed by the Registrant ☒
Filed by a Party other than the Registrant
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
Whole Earth Brands, Inc.
(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
 
 
No fee required.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

TABLE OF CONTENTS

PRELIMINARY PROXY STATEMENT DATED MAY 24, 2024 - SUBJECT TO COMPLETION

Whole Earth Brands, Inc.
125 S. Wacker Drive, Suite 1250
Chicago, IL 60606
To the Stockholders of Whole Earth Brands, Inc.:
On behalf of the Board of Directors (the “Whole Earth Board”) of Whole Earth Brands, Inc., a Delaware corporation (“Whole Earth Brands” or the “Company”), you are cordially invited to attend a special meeting of stockholders (together with any adjournment or postponement thereof, the “Special Meeting”) of Whole Earth Brands. The Special Meeting will be held on [ ], 2024, at [ ], Eastern time. You may attend the Special Meeting by means of remote communications via a live interactive webcast on the internet at [ ]. We believe that a virtual meeting provides expanded access, improved communication and cost savings for our stockholders.
At the Special Meeting, you will be asked to consider and vote on a proposal to adopt that certain Agreement of Merger, dated as of February 12, 2024 (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), by and among Ozark Holdings, LLC, a Delaware limited liability company (“Parent”) and Sweet Oak Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”) and Whole Earth Brands. Parent and Merger Sub are affiliates of Sababa Holdings FREE LLC (“Sababa”). Upon the terms and subject to the conditions set forth in the Merger Agreement, upon the closing of the transaction, Merger Sub will merge with and into Whole Earth Brands (the “Merger”), with Whole Earth Brands surviving the Merger as a wholly owned subsidiary of Parent. At the Special Meeting, you will also be asked to consider and vote on a proposal to adjourn the Special Meeting, from time to time, to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement.
If the Merger is completed, at the effective time of the Merger, each share of Whole Earth Brands’ common stock, par value $0.0001 per share (the “Company Common Stock”), that is outstanding as of immediately prior to the effective time of the Merger, subject to certain exceptions specified in the Merger Agreement, will be canceled and extinguished and automatically converted into the right to receive cash in an amount equal to $4.875 per share, without interest thereon. This amount represents an approximately 56% premium to the unaffected closing price of the Common Stock on June 23, 2023, the last full trading day prior to Sababa’s initial $4.00 per share bid.
The proposed Merger is a “going private transaction” under the rules of the Securities and Exchange Commission. If the Merger is completed, Whole Earth Brands will become a privately held company, wholly owned by Parent.
Following the recusal of Whole Earth Board member Mr. Michael Franklin (“Mr. Franklin”), the other six members of the Whole Earth Board (the “Disinterested Directors”) formed a Special Committee comprised solely of three of the Disinterested Directors (the “Special Committee”) to review and evaluate the non-binding proposal received from Sababa in June 2023 and any alternative proposals or other strategic alternatives available to the Company, including maintaining the status quo as a standalone public company. The Special Committee, as more fully described in the enclosed proxy statement, evaluated the Merger with the assistance of outside financial and legal advisors. At the conclusion of its review, the Special Committee, among other things, unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of Whole Earth Brands and the Unaffiliated Stockholders (as defined below) and (2) recommended to the Whole Earth Board that the Whole Earth Board (a) adopt resolutions approving, adopting and declaring advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, and (b) recommend that the Company’s stockholders vote for the adoption of the Merger Agreement and the Merger at the Special Meeting. In addition, the Special Committee believes that the Merger is fair to the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

TABLE OF CONTENTS

The Whole Earth Board, acting upon the unanimous recommendation of the Special Committee and following the recusal of Mr. Franklin, (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of Whole Earth Brands and the Unaffiliated Stockholders, (2) approved and declared advisable the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, and (3) resolved to recommend that the Company’s stockholders vote for the adoption and approval of the Merger Agreement and the Merger at the Special Meeting. In addition, the Disinterested Directors, on behalf of the Company, believe that the Merger is fair to the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act.
The Whole Earth Board (excluding Mr. Franklin) recommends that you vote: (1) “FOR” the adoption of the Merger Agreement, and (2) “FOR” the adjournment of the Special Meeting, from time to time, to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.
Your vote is very important, regardless of the number of shares you own. The approval of the proposal to adopt the Merger Agreement requires the affirmative vote of (1) the holders of a majority in voting power of the outstanding Company Common Stock, voting as a single class, and (2) the holders of at least sixty-six and two-thirds percent of the outstanding Company Common Stock held by the Unaffiliated Stockholders. The Unaffiliated Stockholders” means the holders of Company Common Stock excluding Parent and any “affiliate” or “associate” (in each case, as defined in Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”)) of Parent. Each record holder of Company Common Stock is entitled to one (1) vote for each share of Company Common Stock owned of record as of the close of business on [ ] (the Record Date”). If you fail to vote on the proposal to adopt the Merger Agreement, the effect will be the same as a vote against such proposal.
The accompanying proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger, and the other proposals to be considered at the Special Meeting. A copy of the Merger Agreement is attached as Annex A to the proxy statement. The accompanying proxy statement also describes the actions and determinations of the Disinterested Directors and the Special Committee in connection with their evaluation of, among other things, the Merger Agreement and the Merger. Please read the proxy statement and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information.
Even if you plan to attend the Special Meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the Special Meeting in person and vote at the Special Meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting in person and will have the same effect as a vote against the adoption of the Merger Agreement.
If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares voted at the Special Meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. As a result, if you do not provide your bank, broker or other nominee with any voting instructions, your shares will not be counted for purposes of a quorum and will not be voted at the Special Meeting, which will have the same effect as a vote against the adoption of the Merger Agreement.

TABLE OF CONTENTS

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:
[ ]
[ ]
Stockholders call: [ ] (toll-free from the U.S. and Canada) or
[ ] (from other countries)
Banks and brokers call collect: [ ]
Thank you for your support.
Sincerely,

Irwin D. Simon
Executive Chairman of the Whole Earth Board
Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

PRELIMINARY PROXY STATEMENT DATED MAY 24, 2024 - SUBJECT TO COMPLETION

Whole Earth Brands, Inc.
125 S. Wacker Drive, Suite 1250
Chicago, IL 60606
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [  ], 2024
Notice is given that a special meeting of stockholders (together with any adjournment or postponement thereof, the “Special Meeting”) of Whole Earth Brands, Inc., a Delaware corporation (“Whole Earth Brands” or the “Company”), will be held on [ ], 2024, at [ ], Eastern time, for the following purposes:
1.
To consider and vote on the proposal to adopt that certain Agreement of Merger, dated as of February 12, 2024, (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), by and among Ozark Holdings, LLC, a Delaware limited liability company (“Parent”), Sweet Oak Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”) and Whole Earth Brands, pursuant to which Merger Sub will merge with and into Whole Earth Brands (the “Merger”), with Whole Earth Brands surviving the Merger as a wholly owned subsidiary of Parent (the “Merger Proposal”); and
2.
To consider and vote on any proposal to adjourn the Special Meeting, from time to time, to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”).
Approval of the Merger Proposal requires the affirmative vote of (1) the holders of a majority in voting power of the outstanding shares of Whole Earth’s common stock, par value $0.0001 per share (the “Company Common Stock”), voting as a single class, and (2) the holders of sixty-six and two-thirds percent of the outstanding Company Common Stock held by the Unaffiliated Stockholders (as defined below) in each case, as of the close of business on [  ], the record date fixed by the Board of Directors of the Company (the “Whole Earth Board”) for determining the stockholders entitled to notice of and vote at the Special Meeting (the “Record Date”). The “Unaffiliated Stockholders” means the holders of the Company’s Common Stock excluding Parent and any “affiliate” or “associate” (in each case, as defined in Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”)) of Parent. Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority in voting power of the outstanding shares of Company Common Stock present by means of remote communication or represented by proxy at the Special Meeting and entitled to vote thereon.
The Special Meeting will be held by means of remote communication via a live interactive webcast on the internet at [  ]. The Special Meeting will begin promptly at [  ], Eastern time. Online check-in will begin at [  ], Eastern time, and you should allow ample time for the check-in procedures. You will need the control number found on your proxy card or voting instruction form in order to be deemed to be present and vote your shares at the Special Meeting.
Only the Company’s stockholders as of the close of business on the Record Date are entitled to notice of, and to vote at, the Special Meeting. A list of stockholders of record entitled to vote at the Special Meeting will be available at the Company’s principal place of business during ordinary business hours, or on the electronic network accessible in the same manner as you will access the Special Meeting described above, in either case, for a period of ten (10) days ending on the day before the date of the Special Meeting.

TABLE OF CONTENTS

The Whole Earth Board, acting upon the unanimous recommendation of the Special Committee of the Whole Earth Board and following the recusal of Mr. Franklin, recommends that you vote: (1) “FOR” the adoption of the Merger Agreement, and (2) “FOR” the adjournment of the Special Meeting, from time to time, to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.
The Merger Agreement and the Merger are further described in the accompanying proxy statement, which proxy statement is incorporated herein by reference. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement and is also incorporated herein by reference.
Company stockholders who do not vote in favor of the proposal to adopt the Merger Agreement and otherwise comply with the requirements under Section 262 of the DGCL will have the right to seek appraisal of the “fair value” of their shares of Company Common Stock (exclusive of any element of value arising from the accomplishment or expectation of the Merger and together with interest (as described in the accompanying proxy statement) to be paid on the amount determined to be “fair value”) in lieu of receiving $4.875 per share in cash if the Merger is completed, in accordance with Section 262 of the DGCL. To do so, a stockholder must properly demand appraisal before the vote is taken on the Merger Agreement and comply with all other requirements of the DGCL, including Section 262 of the DGCL, which are summarized in the accompanying proxy statement (which is incorporated herein by reference), and certain conditions set forth in Section 262(g) of the DGCL must be satisfied. Section 262 of the DGCL is attached to the proxy statement as Annex C and is also incorporated herein by reference.
Even if you plan to attend the Special Meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the Special Meeting in person and vote at the Special Meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the Special Meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote against the Merger Proposal.
If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares voted at the Special Meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. As a result, if you do not provide your bank, broker or other nominee with any voting instructions, your shares will not be counted for purposes of a quorum and will not be voted at the Special Meeting, which will have the same effect as a vote against the Merger Proposal.
By Order of the Board of Directors,
Ira W. Schlussel
Vice-President and Chief Legal Officer
Chicago, Illinois
[  ], 2024

TABLE OF CONTENTS

PRELIMINARY PROXY STATEMENT DATED MAY 24, 2024 - SUBJECT TO COMPLETION

WHOLE EARTH BRANDS, INC.
PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [  ], 2024
This proxy statement is dated [  ], 2024 and, together with the enclosed form of proxy card,
is first being sent to stockholders on or about [  ], 2024.
Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or
accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

TABLE OF CONTENTS
i

TABLE OF CONTENTS

ii


TABLE OF CONTENTS

PRELIMINARY PROXY STATEMENT DATED MAY 24, 2024 - SUBJECT TO COMPLETION
DEFINED TERMS
Unless stated otherwise, whenever used in this proxy statement, the following terms have the meanings set forth below:
2020 LTIP means the Whole Earth Brands, Inc. 2020 Long-Term Incentive Plan, as amended.
Adjournment Proposal means the proposal to approve the adjournment of the Special Meeting, from time to time, to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.
Certificate of Merger means a certificate of merger in such form as required by and in accordance with the applicable provisions of the DGCL and DLLCA.
Closing means the closing of the Merger.
Closing Date means the date on which the Closing occurs.
Code means the Internal Revenue Code of 1986, as amended.
Company Common Stock means the shares of common stock, par value $0.0001 per share, of Whole Earth Brands.
Company Warrants means warrants exercisable for one-half of one share of Company Common Stock at a price of $11.50 per whole share, subject to certain adjustments.
Debt Commitment Letter means that certain Incremental Term Loan Facility Commitment Letter, dated February 12, 2024, between Parent, Silver Point Finance, LLC (acting directly or indirectly through its parent or one or more of its direct or indirect affiliates, managed funds or accounts) and Fortress Credit Corp., on behalf of itself and/or as agent on behalf of one or more funds or accounts managed by affiliates of Fortress Credit Corp.
Disinterested Directors means the six disinterested members of the Whole Earth Board other than Mr. Franklin.
Dissenting Shares means all shares of Company Common Stock that are issued and outstanding as of immediately prior to the effective time of the Merger and held by stockholders who have neither voted in favor of the Merger nor consented thereto in writing and who have properly and validly exercised and not withdrawn their statutory rights of appraisal in respect of such shares of Company Common Stock in accordance with Section 262 of the DGCL.
DGCL means the General Corporation Law of the State of Delaware.
DLLCA means Delaware Limited Liability Company Act.
DOJ means the Antitrust Division of the Department of Justice.
Equity Commitment Letter means that certain Equity Commitment Letter, dated February 12, 2024, between NewCo and Parent.
Exchange Act means the Securities Exchange Act of 1934, as amended.
FTC means the Federal Trade Commission.
Franklin Parties means, collectively (i) Sababa, (ii) Sir Martin E. Franklin, (iii) the Franklin Trust and (iv) NewCo.
Franklin Trust means the Martin E. Franklin Revocable Trust.
GAAP means U.S. generally accepted accounting principles.
Guarantors means Sababa, Rhône Partners VI L.P., a Cayman Islands limited partnership, Rhône Offshore Partners VI L.P., a Cayman Islands limited partnership, and Rhône Partners VI (DE) L.P, a Delaware limited partnership.
1

TABLE OF CONTENTS

HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.
IRS means the Internal Revenue Service.
Jefferies means Jefferies LLC.
Limited Guarantee means that certain Limited Guarantee, dated as of February 12, 2024, entered into by Sababa and the Guarantors in favor of Whole Earth Brands.
Mariposa means Mariposa Capital, LLC, a Delaware limited liability company owned by the Franklin Trust and managed by Sir Martin E. Franklin.
Merger means the merger of Merger Sub with and into Whole Earth Brands pursuant to the Merger Agreement in accordance with the applicable provisions of the DGCL and DLLCA, with Whole Earth Brands surviving the Merger as a direct, wholly owned subsidiary of Parent.
Merger Agreement means that certain Agreement of Merger, dated as of February 12, 2024, by and among Whole Earth Brands, Parent, and Merger Sub, as it may be amended, supplemented or modified from time to time.
Merger Proposal means the proposal to adopt the Merger Agreement, pursuant to which Merger Sub will merge with and into Whole Earth Brands, with Whole Earth Brands continuing surviving the Merger as a direct, wholly owned subsidiary of Parent (the “Surviving Corporation”).
Merger Sub means Sweet Oak Merger Sub, LLC, a wholly owned subsidiary of Parent.
Mr. Franklin means Mr. Michael Franklin.
Nasdaq means the Nasdaq Stock Market LLC.
NewCo means Sweet Oak Holdings LP, a newly formed Delaware limited partnership which indirectly owns Parent.
Outside Date means August 12, 2024.
Owned Shares means the Company Common Stock held by Parent and its affiliates, including Sababa.
Parent means Ozark Holdings, LLC, a Delaware limited liability company.
Parent Entities means, collectively, Parent and Merger Sub.
Payment Agent means Continental Stock Transfer & Trust Company, in its capacity as payment agent.
Per Share Price means $4.875 in cash per share of Company Common Stock.
Purchaser Filing Parties means, collectively, Parent, Merger Sub, Mariposa and the Franklin Parties.
Record Date means [ ].
Sababa means Sababa Holdings FREE LLC.
SEC means the United States Securities and Exchange Commission.
Securities Act means the Securities Act of 1933, as amended.
Sir Martin means Sir Martin E. Franklin.
Special Committee means a committee established by the Whole Earth Board comprised solely three of the Disinterested Directors.
Special Meeting means the special meeting of the stockholders of Whole Earth Brands to be held on [ ], 2024 at [ ], Eastern time, and any adjournment or postponement thereof.
Unaffiliated Stockholders means the holders of Company Common Stock excluding Parent and any “affiliate” or “associate” (in each case, as defined in Section 203 of the DGCL) of Parent.
Warrant Agent means Continental Stock Transfer & Trust Company, in its capacity as warrant agent under the Warrant Agreement.
2

TABLE OF CONTENTS

Warrant Agreement means that certain Amended and Restated Warrant Agreement, dated as of June 25, 2020, by and between the Company and the Warrant Agent.
Whole Earth Brands means Whole Earth Brands, Inc. In addition, the terms “Whole Earth,” Company,” “we,” “us” and “our” refer to Whole Earth Brands, Inc.
Whole Earth Board means the board of directors of Whole Earth Brands, Inc.
Whole Earth Bylaws means the bylaws of Whole Earth Brands, Inc.
Whole Earth Equity Award means an equity award issued under the 2020 LTIP.
3

TABLE OF CONTENTS

SUMMARY TERM SHEET
This summary term sheet discusses the material terms contained in this proxy statement and may not contain all of the information that may be important to you. Accordingly, we encourage you to carefully read this entire proxy statement, its annexes and the documents referred to or incorporated by reference in this proxy statement in their entirety.
Introduction
On February 12, 2024, Whole Earth Brands entered into the Merger Agreement, pursuant to which, subject to the satisfaction or waiver of certain conditions, Merger Sub will merge with and into Whole Earth Brands, with Whole Earth Brands surviving the Merger as a wholly owned subsidiary of Parent. If the Merger is completed, each outstanding share of Company Common Stock (other than as described below) will be converted into the right to receive the Per Share Price, without interest and subject to any applicable withholding taxes, and Whole Earth Brands will become a privately held company. Whole Earth Brands is asking its stockholders to consider and vote on the adoption of the Merger Agreement.
Following Mr. Franklin’s recusal and departure from a meeting of the Whole Earth Board, the Disinterested Directors resolved to form the Special Committee to review and consider the non-binding proposal received from Sababa in June 2023 and any other strategic alternatives available to the Company, and to deliver a recommendation to the Whole Earth Board from the Special Committee regarding the Company’s response to the non-binding proposal received from Sababa in June 2023 and any other strategic alternatives. As more fully described below, the Special Committee evaluated, among other things, the Merger, with the assistance of outside financial and legal advisors and, where appropriate, the Company’s management. At the conclusion of its review, the Special Committee, among other things, unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of Whole Earth Brands and the Unaffiliated Stockholders (as defined below) and (2) recommended to the Whole Earth Board that the Whole Earth Board (a) adopt resolutions approving, adopting and declaring advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, and (b) recommend that the Company’s stockholders vote for the adoption of the Merger Agreement and the Merger at the Special Meeting. In addition, the Special Committee believes that the Merger is fair to the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act. The Whole Earth Board, acting upon the unanimous recommendation of the Special Committee and following the recusal of Mr. Franklin, (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of Whole Earth Brands and the Unaffiliated Stockholders, (2) approved and declared advisable the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, and (3) resolved to recommend that the Company’s stockholders vote for the adoption and approval of the Merger Agreement and the Merger at the Special Meeting. In addition, the Disinterested Directors, on behalf of the Company, believe that the Merger is fair to the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act.
Because the transactions contemplated by the Merger Agreement constitute a “going private” transaction under the rules of the SEC, Whole Earth Brands and the Purchaser Filing Parties have filed with the SEC a Transaction Statement on Schedule 13E-3 with respect to such transactions. You may obtain additional information about the Schedule 13E-3 under the caption “Where You Can Find Additional Information.”
The Parties to the Merger
Whole Earth Brands. In June 2020, Act II Global Acquisition Corp. domesticated into a Delaware corporation and changed its name to Whole Earth Brands, Inc. in connection with its acquisition of certain entities as specified in the Purchase Agreement entered into by and among Act II Global Acquisition Corp. and the other parties thereto, dated as of December 19, 2019, as amended. Whole Earth Brands is a global industry-leading platform, focused on the “better for you” consumer packaged goods and ingredients space. The Company has a global platform of branded products and ingredients, focused on the consumer transition towards natural alternatives and clean label products. The Company Common Stock and Company Warrants are publicly traded on Nasdaq under the symbols “FREE” and
4

TABLE OF CONTENTS

“FREEW,” respectively. The Company’s corporate offices are located at 125 S. Wacker Drive, Suite 1250, Chicago, Illinois 60606. For more information about Whole Earth Brands, see the sections of this proxy statement captioned “The Parties to the Merger—Whole Earth Brands” and “Important Information Regarding Whole Earth Brands.
Parent. Ozark Holdings LLC was formed on May 18, 2016 as a Delaware limited liability company. Parent is a holding company that owns and operates Royal Oak Enterprises, LLC (“Royal Oak”). Royal Oak is a leading manufacturer and distributor of branded and private label fire building products, including charcoal, artificial firelogs, matches, lighter fluid and other consumable products. Parent, going forward, intends to do business as Sweet Oak Parent. Parent’s address is 500 South Pointe Drive, Suite 240, Miami Beach, FL 33139, and its telephone number is (786) 482-6333. For more information about Parent, see the sections of this proxy statement captioned “The Parties to the Merger—Parent Entities” and “Important Information Regarding the Purchaser Filing Parties—Parent Entities.”
Merger Sub. Sweet Oak Merger Sub, LLC is a wholly owned subsidiary of Parent and was formed on January 26, 2024 solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. Merger Sub has not engaged in any business activities other than as incidental to its formation and in connection with the transactions contemplated by the Merger Agreement. Merger Sub’s address is 500 South Pointe Drive, Suite 240, Miami Beach, FL 33139, and its telephone number is (786) 482-6333. For more information about Merger Sub, see the sections of this proxy statement captioned “The Parties to the Merger—Parent Entities” and “Important Information Regarding the Purchaser Filing Parties—Parent Entities.”
Parent and Merger Sub are each affiliated with the Franklin Parties. In connection with the transactions contemplated by the Merger Agreement, NewCo has committed to purchase from Parent, or cause to be purchased, directly or indirectly, at or prior to the Closing Date, securities of Parent for an aggregate purchase price in cash not to exceed $300,000,000. The proceeds of the commitment will be used by Parent to (a) fund, together with the proceeds of any third party financing obtained by Parent or its affiliates as of the Closing Date, the aggregate Per Share Price and other amounts required to be paid by Parent pursuant to the Merger Agreement and (b) pay all related fees and expenses required to be paid by Parent or Merger Sub pursuant to the Merger Agreement in connection with the transactions contemplated by the Merger Agreement, as described further in this proxy statement under the caption “Special Factors—Financing of the Merger”.
The Special Meeting
Date, Time and Place. The Special Meeting will be held on [ ], 2024 at [ ], Eastern time. You may attend the Special Meeting solely by means of remote communications via a live interactive webcast on the internet at [ ]. You will need the control number found on your proxy card or voting instruction form in order to participate in the Special Meeting (including voting your shares). The Company believes that a virtual meeting provides expanded access, improved communication and cost savings for its stockholders.
Purpose. At the Special Meeting, the Company will ask stockholders to vote on the following proposals:
The Merger Proposal: the proposal to adopt the Merger Agreement, pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the Surviving Corporation and becoming a wholly owned subsidiary of Parent; and
The Adjournment Proposal: the proposal to approve the adjournment of the Special Meeting, from time to time, to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.
Record Date; Shares Entitled to Vote; Quorum. You are entitled to vote at the Special Meeting if you owned shares of Company Common Stock as of the close of business on the Record Date. As of the Record Date, there were [ ] shares of Company Common Stock outstanding and entitled to vote at the Special Meeting. For each share of Company Common Stock that you own as of the close of business on the Record Date, you will have one vote on each matter submitted for a vote at the Special
5

TABLE OF CONTENTS

Meeting. The holders of a majority of the Company Common Stock issued and outstanding and entitled to vote at the Special Meeting, present by means of remote communication via a live interactive webcast or represented by proxy, will constitute a quorum at the Special Meeting.
Votes Required
The Merger Proposal. Approval of the Merger Proposal requires the affirmative vote of (1) the holders of a majority in voting power of the outstanding Company Common Stock, voting as a single class, and (2) the holders of sixty-six and two-thirds percent of the outstanding Company Common Stock held by the Unaffiliated Stockholders (the “Requisite Stockholder Approval”).
The Adjournment Proposal. Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority in voting power of Company Common Stock present by means of remote communication via a live interactive webcast or represented by proxy at the Special Meeting and entitled to vote thereon.
Intent of Whole Earth’s Directors and Executive Officers and Certain Stockholders to Vote in Favor of the Merger
Intent of Whole Earth’s Directors and Executive Officers to Vote in Favor of the Merger. Those Company directors and executive officers owning shares of Company Common Stock have informed the Company that, as of the date of this proxy statement, they intend to vote all of the shares of Company Common Stock owned directly by them in favor of the Merger Proposal and the Adjournment Proposal. As of the Record Date, the Company’s directors and executive officers beneficially owned, in the aggregate, approximately [ ]% of the voting power of the shares of Company Common Stock outstanding as of the Record Date. For more information, see the section of this proxy statement captioned “Special Factors—Intent of Whole Earth’s Directors and Executive Officers to Vote in Favor of the Merger.
Intent of Certain Stockholders to Vote in Favor of the Merger. As of the date of this proxy statement, Parent and its affiliates currently hold 20.78% of the outstanding shares of Company Common Stock and are expected to vote such shares in favor of the Merger Proposal and the Adjournment Proposal. However, approval of the Merger Proposal requires the affirmative vote of both (i) the holders of a majority in voting power of the outstanding Company Common Stock, voting as a single class, and (ii) sixty-six and two-thirds percent of the outstanding Company Common Stock held by the Unaffiliated Stockholders (the “Unaffiliated Stockholder Vote”).
Reasons for the Merger; Recommendations of the Special Committee and the Disinterested Directors
Special Committee’s Recommendation. The Special Committee, pursuant to resolutions adopted at a meeting of the Special Committee held on February 12, 2024, unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of Whole Earth Brands and the Unaffiliated Stockholders (as defined below) and (2) recommended to the Whole Earth Board that the Whole Earth Board (a) adopt resolutions approving, adopting and declaring advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, and (b) recommend that the Company’s stockholders vote for the adoption of the Merger Agreement and the Merger at the Special Meeting. In reviewing the Merger, the Special Committee consulted with outside financial and legal advisors and, where appropriate, Whole Earth’s management, and considered other potential strategic alternatives. In addition, the Special Committee believes that the Merger is fair to Whole Earth’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 of the Exchange Act. For a description of the reasons considered by the Special Committee, see the section of this proxy statement captioned “Special Factors—Reasons for the Merger; Recommendations of the Special Committee and the Disinterested Directors.”
Disinterested Directors’ Recommendation. The Whole Earth Board, acting upon the unanimous recommendation of the Special Committee and following the recusal of Mr. Franklin, (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of Whole Earth Brands and the Unaffiliated Stockholders,
6

TABLE OF CONTENTS

(2) approved and declared advisable the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, and (3) resolved to recommend that the Company’s stockholders vote for the adoption and approval of the Merger Agreement and the Merger at the Special Meeting. In addition, the Disinterested Directors, on behalf of the Company, believe that the Merger is fair to Whole Earth’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act. For a description of the reasons considered by the Disinterested Directors, see the section of this proxy statement captioned “Special Factors—Reasons for the Merger; Recommendations of the Special Committee and the Disinterested Directors.
The Whole Earth Board, acting upon the unanimous recommendation of the Special Committee and following the recusal of Mr. Franklin, recommends that you vote: (1) “FOR” the approval of the Merger Proposal, and (2) “FOR” the approval of the Adjournment Proposal.
Opinion of Jefferies LLC
The Company retained Jefferies as its financial advisor in connection with a possible sale, disposition, or other business transaction involving the Company. In connection with this engagement, the Disinterested Directors requested that Jefferies evaluate the fairness, from a financial point of view, of the Per Share Price to be received by the holders of shares of Company Common Stock (other than Parent, Merger Sub and their respective affiliates) pursuant to the Merger Agreement. At a meeting of the Whole Earth Board (at which Mr. Franklin was initially in attendance and then recused himself) held on February 12, 2024, Jefferies rendered its opinion to the disinterested members of the Whole Earth Board to the effect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as described in its opinion, the Per Share Price to be received by the holders of shares of Company Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders (other than Parent, Merger Sub and their respective affiliates).
The full text of Jefferies’ opinion, which describes the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Jefferies, is attached as Annex B to this proxy statement and is incorporated herein by reference. The Company encourages you to read the opinion carefully and in its entirety. Jefferies’ opinion was provided for the use and benefit of the Disinterested Directors (in their capacity as such) in their evaluation of the Per Share Price from a financial point of view and did not address any other aspect of the Merger or any other matter. Jefferies’ opinion did not address the relative merits of the Merger or other transactions contemplated by the Merger Agreement as compared to any alternative transaction or opportunity that might be available to the Company, nor did it address the underlying business decision by the Company or the Disinterested Directors to engage in the Merger or any term, aspect or implication of any other agreement (or amendment thereto or related arrangements) entered into in connection with, or contemplated by or resulting from, the Merger or otherwise. Jefferies’ opinion did not constitute a recommendation as to how the Disinterested Directors or any holder of shares of Company Common Stock should act or vote on the Merger or any other matter. The summary of the Jefferies’ opinion contained in this proxy statement is qualified in its entirety by reference to the full text of Jefferies’ opinion, which is attached hereto as Annex B.
For more information, see the section of this proxy statement entitled “Special Factors—Opinion of Jefferies LLC.”
Position of Mr. Michael Franklin as to the Fairness of the Merger
Under the SEC rules governing “going-private” transactions, Mr. Franklin may be deemed to be engaged in a “going private” transaction due to his expected role as the Chief Executive Officer of the Surviving Corporation after Closing and, therefore, required to express his beliefs as to the fairness of the proposed Merger to the Company stockholders, including the unaffiliated security holders. Mr. Franklin was not permitted to participate in the deliberations of the Special Committee or the Disinterested Directors regarding the Merger, did not receive the information received by each of the Disinterested Directors, the Special Committee or the Purchaser Filing Parties relating to the Merger, and did not receive advice from the legal or other advisors of the Disinterested Directors, the Special Committee or the Purchaser Filing Parties as to the fairness of the Merger. Based on, among other things, the factors considered by, and the analysis and resulting conclusions of, the Special Committee and the Disinterested Directors discussed in the section of this proxy statement entitled “Special
7

TABLE OF CONTENTS

Factors — Reasons for the Merger; Recommendation of the Special Committee and the Disinterested Directors,” (which analysis and resulting conclusions Mr. Franklin expressly adopts), although Mr. Franklin was not permitted to participate in the deliberations of the Special Committee or the Disinterested Directors regarding the Merger, did not receive the information received by each of the Disinterested Directors, the Special Committee or the Purchaser Filing Parties relating to the Merger, and did not receive advice from the legal or other advisors of the Disinterested Directors, the Special Committee or the Purchaser Filing Parties as to the fairness of the Merger, Mr. Franklin believes that the Merger is substantively and procedurally fair to the Company stockholders, including the unaffiliated security holders.
Position of the Purchaser Filing Parties as to the Fairness of the Merger
The Purchaser Filing Parties believe that the Merger is substantively and procedurally fair to Whole Earth’s “unaffiliated security holders,” as defined in Rule 13e-3 of the Exchange Act. However, none of the Purchaser Filing Parties has undertaken any formal evaluation of the fairness of the Merger to Whole Earth’s unaffiliated security holders or engaged a financial advisor for such purpose. Moreover, none of the Purchaser Filing Parties participated in the deliberation of the Special Committee or received advice from the Special Committee’s legal or financial advisors in connection with the Merger. The belief of the Purchaser Filing Parties as to the fairness of the Merger is based on the factors discussed in the section of this proxy statement captioned “Special Factors—Reasons for the Merger; Recommendations of the Special Committee and the Whole Earth Board.
Certain Effects of the Merger
If the conditions to the completion of the Merger are either satisfied or waived, at the effective time of the Merger (the “Effective Time”): (1) Merger Sub will merge with and into Whole Earth Brands, (2) the separate existence of Merger Sub will cease, and (3) Whole Earth Brands will continue as the Surviving Corporation in the Merger and as a wholly owned subsidiary of Parent. As a result of the Merger, Whole Earth Brands will cease to be a publicly traded company. If the Merger is completed, you will not own any shares of capital stock of the Surviving Corporation as a result of the Merger.
The time at which the Merger becomes effective will occur upon the filing of the Certificate of Merger with, subject to its acceptance by, the Secretary of State of the State of Delaware (or at a later time as Whole Earth, Parent and Merger Sub may agree and specify in the Certificate of Merger).
Treatment of Shares, Equity Awards and Warrants
Treatment of Company Common Stock. The Merger Agreement provides for the following treatment of shares of Company Common Stock in connection with the Merger:
At the Effective Time, each share of Company Common Stock outstanding immediately prior to the Effective Time (other than shares owned by the Company or any of the Company’s wholly owned subsidiaries, the Owned Shares or Dissenting Shares) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to the Per Share Price, without interest thereon. The Per Share Price represents an approximately 56% premium to the unaffected closing price of the Company Common Stock on June 23, 2023, the last full trading day prior to Sababa’s initial $4.00 per share bid. For more information, see the sections of this proxy statement captioned “Special Factors—Certain Effects of the Merger” and “The Merger Agreement—Merger Consideration—Company Common Stock.
On the Closing Date, Parent will deposit, or cause to be deposited, with the Payment Agent (as defined in the section of this proxy statement captioned “The Merger Agreement—Exchange and Payment Procedures”) an amount of cash sufficient to pay the aggregate Per Share Price to which Whole Earth stockholders will become entitled pursuant to the Merger Agreement. Once an eligible stockholder has provided the Payment Agent with the documentation required by the Merger Agreement, the Payment Agent will pay the stockholder the appropriate portion of the aggregate Per Share Price in exchange for the shares of Company Common Stock held by that stockholder immediately prior to the Effective Time. For more information, see the section of this proxy statement captioned “The Merger Agreement—Exchange and Payment Procedures.
After the Merger is completed, you will have the right to receive the Per Share Price for each share of Company Common Stock that you own, but you will no longer have any rights as a stockholder (except that stockholders who have neither voted in favor of the Merger nor consented thereto in writing, properly demanded appraisal of
8

TABLE OF CONTENTS

such shares of Company Common Stock pursuant to, and in accordance with, Section 262 of the DGCL, and do not validly withdraw or otherwise lose their appraisal rights may have the right to receive a payment for the “fair value” of their shares as determined pursuant to an appraisal proceeding as contemplated by the DGCL, as described in the section of this proxy statement captioned “Appraisal Rights”).
Treatment of Whole Earth Equity Awards. The Merger Agreement provides for the following treatment of Whole Earth Equity Awards at the Effective Time:
Each share of Company Common Stock subject to a restricted stock award will become immediately fully vested (and subject to any applicable tax withholding on such acceleration) and treated as a share of Company Common Stock issued and outstanding immediately prior to the Effective Time.
Each restricted stock unit award with respect to shares of Company Common Stock will become fully vested and, after giving effect to such vesting, automatically be cancelled and converted into the right to receive an amount in cash (less any applicable tax withholding) equal to (A) the total number of shares of Company Common Stock underlying such award, multiplied by (B) the Per Share Price.
Each performance-based restricted stock unit award with respect to shares of Company Common Stock will become fully vested as to the number of shares of Company Common Stock subject to such award that would vest based on target level achievement of all performance targets (without application of any modifier) and, after giving effect to such vesting, automatically be cancelled and converted into the right to receive an amount in cash (less any applicable tax withholding) equal to (Y) the target number of shares of Company Common Stock underlying such award, multiplied by (Z) the Per Share Price.
For more information about the treatment of Whole Earth Equity Awards, see the sections of this proxy statement captioned “Special Factors—Certain Effects of the Merger,” and “Special Factors—Interests of Whole Earth’s Directors and Executive Officers in the Merger.
Treatment of ESPP. At or prior to the Effective Time, the Company, the Whole Earth Board and the compensation committee of the Whole Earth Board, as applicable, will unanimously adopt any resolutions and take any actions necessary to terminate the 2020 LTIP, as may be amended from time to time (the “ESPP”) effective as of the Effective Time. No offering period has ever been commenced under the ESPP.
Treatment of Company Warrants. The Merger Agreement provides for the following treatment of Company Warrants in connection with the Merger:
Pursuant to the Merger Agreement, each Company Warrant outstanding immediately prior to the Effective Time will be treated in the manner set forth in the Amended and Restated Warrant Agreement, dated as of June 25, 2020 (the “Warrant Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, in its capacity as warrant agent under the Warrant Agreement (the “Warrant Agent”).
Pursuant to the Warrant Agreement, at the Effective Time, each Company Warrant will automatically cease to represent a warrant to purchase shares of Company Common Stock and instead represent a right by the holder upon any subsequent exercise of such warrant to receive the amount of cash receivable at the Effective Time that the holder of the Warrants would have received if such holder had exercised his, her or its warrant(s) immediately prior to the Effective Time, provided that if the holder of such warrant properly exercises such warrant within thirty (30) days following the public disclosure of the consummation of the Merger in a Current Report on Form 8-K, the exercise price of such warrant will be reduced by an amount equal to the difference (but in no event less than zero) of (i) the exercise price of such warrant in effect prior to such reduction minus (ii) (A) the Per Share Price minus (B) the Black-Scholes value of such warrant (determined in accordance with the Warrant Agreement).
At or as promptly as practicable after the Effective Time, the Surviving Corporation will enter into an amendment to the Warrant Agreement with the Warrant Agent providing for the delivery of the Alternative Issuance (as defined in the Warrant Agreement) that occurs as a result of the consummation of the Merger.
9

TABLE OF CONTENTS

Certain Effects on Whole Earth if the Merger is Not Completed
If the Merger Agreement is not adopted as a result of the failure to obtain the Requisite Stockholder Approval, or if the Merger is not completed for any other reason, the Company’s stockholders will not be entitled to receive any payment for their shares of Company Common Stock in connection with the Merger.
Instead, (1) Whole Earth Brands will remain an independent public company, (2) the Company Common Stock and Company Warrants will continue to be listed and traded on Nasdaq and registered under the Exchange Act, and (3) the Company will continue to file periodic reports with the SEC. For more information, see the section of this proxy statement captioned “Special Factors—Certain Effects on Whole Earth if the Merger is Not Completed.”
Interests of Whole Earth’s Directors and Executive Officers in the Merger
In considering the recommendations of the Special Committee and the Disinterested Directors with respect to the Merger, you should be aware that, aside from their interests as holders of Company Common Stock, the Disinterested Directors and certain of Whole Earth’s executive officers may have interests in the Merger that are different from, or in addition to, your interests as a stockholder. In particular:
Irwin D. Simon, Executive Chairman of the Whole Earth Board, has entered into a Consulting Agreement with Parent and Whole Earth, pursuant to which Mr. Simon will provide certain transitional services to Whole Earth following the consummation of the Merger for a term of six months unless extended or renewed and will be entitled to a consulting fee of $1.4 million to be paid on the Closing Date;
Each Disinterested Director is entitled to receive a special one-time fee for services provided in connection with the Merger, payable within 15 days of the filing with the Securities and Exchange Commission of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, see “Special Factors—Interests of Whole Earth’s Directors and Executive Officers in the Merger”;
Whole Earth’s directors and officers are entitled to continued indemnification and insurance coverage under the Merger Agreement and indemnification agreements between such individuals and Whole Earth;
Vesting of certain unvested Whole Earth Equity Awards held by certain of Whole Earth’s directors and executive officers will accelerate upon the effectiveness of the Merger;
Certain executive officers including Rajnish Ohri and Jeffrey Robinson, Whole Earth’s Co-Chief Executive Officers, Bernardo Fiaux, the Company’s Chief Financial Officer and Brian Litman, the Company’s Chief Accounting Officer, have entered into Transaction Bonus Agreements with Whole Earth pursuant to which they will be entitled, subject to such individual’s continued employment through the Effective Time of the consummation of the Merger, to a cash bonus contingent upon the closing of a change in control of the Company occurring on or before December 31, 2024, which the Merger constitutes. For each of Mr. Ohri and Mr. Robinson, the transaction bonus is $2.1 million, for Mr. Fiaux, the transaction bonus is $897,000 and for Mr. Litman, the transaction bonus is $809,370. These transaction bonuses will be paid as follows: 50% payable within 15 days after the Effective Time and 50% payable on the six-month anniversary of the Effective Time, or earlier if the executive officer’s employment is terminated prior to such date either by the Company without Cause (as defined in the Transaction Bonus Agreement), excluding terminations due to the executive’s death or disability, or by the executive officer for Good Reason (as defined in the Transaction Bonus Agreement).
Parent is controlled by Sir Martin E. Franklin, the father of Mr. Franklin. Mr. Franklin is currently a member of the Whole Earth Board and was formerly the Chief Executive Officer of Whole Earth. Mr. Franklin has the title of Partner in Mariposa but does not have any voting rights or any decision-making authority or other power with respect to Mariposa or any of the other Franklin Parties. Mr. Franklin also holds “profits interests” in Sababa (an entity in which Sir Martin owns 100% of the voting interests and is the sole manager) pursuant to which Mr. Franklin is entitled to receive a maximum of 10% of the appreciation, if any, in the value of Sababa’s assets (which, as of the date of this proxy statement, consist solely of Company Common Stock). The profits interests vest over a three-year period beginning on May 17, 2022 (such that only one-third currently is vested), subject to
10

TABLE OF CONTENTS

immediate vesting upon Sababa’s dissolution or a sale of Sababa to an independent third party (neither of which have occurred or are expected to occur in the near future). Mr. Franklin’s profits interests in Sababa currently have no economic value, will have no economic value as a result of the Merger, nor do they entitle Mr. Franklin to vote on any matter relating to Sababa. Mr. Franklin indirectly owns an immaterial non-voting minority equity interest in Parent and following completion of the Merger will have an immaterial non-voting indirect minority interest of 0.8% in Whole Earth through such ownership interest. In addition, Mr. Franklin is a beneficiary of certain trusts that collectively own non-voting minority equity interests in Parent and, following completion of the Merger, will have, in the aggregate, non-voting indirect minority interests of 1.35% in Whole Earth through such ownership interests. Mr. Franklin has no voting rights related to any such ownership. The Company has been advised by Parent that, following the consummation of the Merger, Mr. Franklin is expected to be appointed as Chief Executive Officer of Parent.
On July 16, 2023, the Disinterested Directors unanimously resolved to place Mr. Franklin on a paid leave of absence from his role as Chief Executive Officer of the Company. On October 6, 2023, Mr. Franklin resigned as Chief Executive Officer of the Company alleging a material diminution of his duties and authority as a result of the Whole Earth Board placing him on a paid leave of absence from his role as Chief Executive Officer of the Company on July 16, 2023, which provided a basis for resignation for Good Reason (as defined in his offer letter dated April 3, 2023). The Disinterested Directors disagree with this categorization; specifically, that the Disinterested Directors had determined to place Mr. Franklin on a paid leave of absence so that the Company could conduct a disinterested evaluation of the Sababa proposal after the Disinterested Directors and Mr. Franklin were unable to agree on the terms and provisions of the Undertaking (as defined below). Following his resignation as Chief Executive Officer of the Company, Mr. Franklin ceased to remain on paid leave. While, in his role as a Director, Mr. Franklin has continued to have access to information with respect to the business and operations of the Company, Mr. Franklin did not participate in any activities, meetings or communications with respect to the Process on behalf of, or as a representative of, the Company, and did not receive any information from the Company with respect thereto. In addition, the Sababa Holders have advised the Company that Mr. Franklin did not participate in any activities, meetings or communications with respect to Sababa's non-binding proposal on behalf of, or as a representative of, the Sababa Holders and that the Sababa Holders have not received from Mr. Franklin any information related to Sababa's Proposal or the Process. As of the date of this filing, the disagreement regarding the nature of Mr. Franklin’s resignation as Chief Executive Officer of the Company remains unresolved.
As of the date of this proxy statement, none of the Company’s executive officers have reached an understanding on potential employment with the Surviving Corporation (or any of their respective affiliates) or entered into any definitive agreements or arrangements regarding employment with the Surviving Corporation (or any of their respective affiliates) to be effective following the consummation of the Merger.
The Special Committee and the Disinterested Directors were aware of and considered these interests to the extent that they existed at the time, among other matters. For a more detailed description of the interests of Whole Earth’s executive officers and directors in the Merger, see “Special Factors—Interests of Whole Earth’s Directors and Executive Officers in the Merger.”
U.S. Federal Income Tax Consequences of the Merger
The receipt of cash by Whole Earth stockholders in exchange for shares of Company Common Stock in the Merger will be a taxable transaction to U.S. Holders (as defined under the section entitled, “Special Factors—Certain U.S. Federal Income Tax Consequences of the Merger”) for U.S. federal income tax purposes. Such receipt of cash by a Whole Earth stockholder that is a U.S. Holder generally will result in the recognition of gain or loss in an amount measured by the difference, if any, between the amount of cash that such U.S. Holder receives in the Merger and such U.S. Holder’s adjusted tax basis in the shares of Company Common Stock surrendered in the Merger.
Whole Earth stockholders that are Non-U.S. Holders (as defined under the section entitled, “Special Factors—Certain U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of Company Common Stock for cash in the Merger unless they have certain connections with the United States.
11

TABLE OF CONTENTS

For a more complete description of the U.S. federal income tax consequences of the Merger, see the section entitled “Special Factors—Certain U.S. Federal Income Tax Consequences of the Merger.” This description does not address any non-income tax consequences, nor does it address state, local, non-U.S. or other tax consequences or the consequences to holders who are subject to special treatment under U.S. federal income tax law. Consequently, you are urged to consult your tax advisor to determine the particular tax consequences to you of the Merger.
Restrictions on Solicitation of Other Acquisition Offers
Under the terms of the Merger Agreement, the Company is subject to customary “no-shop” restrictions on its ability to solicit alternative acquisition proposals from third parties and to provide information to, and participate in discussions and engage in negotiations with, third parties regarding any alternative acquisition proposals, subject to a customary “fiduciary out” provision that allows Whole Earth, under certain specified circumstances and after entry into an Acceptable Confidentiality Agreement (as defined in the Merger Agreement), to provide information to, and participate in discussions and engage in negotiations with, third parties with respect to an unsolicited acquisition proposal if the Special Committee determines in good faith (after consultation with a financial advisor and outside legal counsel) that such alternative acquisition proposal constitutes a Superior Proposal (as defined herein) or is reasonably likely to lead to a Superior Proposal, and the failure to take such actions would be inconsistent with its fiduciary duties pursuant to applicable law. For more information, see the section of this proxy statement captioned “The Merger Agreement—Solicitation of Other Offers.” In the event that the Merger Agreement is terminated either by the Company, in the event of a Company Alternative Transaction (as defined in the Merger Agreement), or by Parent, in the event that a Change of Board Recommendation (as defined in the Merger Agreement) has occurred, the Company has agreed to pay Parent a $20 million termination fee (the “Company Termination Fee”). For more information, see the section of this proxy statement captioned “The Merger Agreement—Recommendation Changes.”
Change in the Whole Earth Board’s Recommendation
The Whole Earth Board (or a committee thereof, including the Special Committee) may not amend, modify or withdraw its recommendation that Whole Earth’s stockholders adopt the Merger Agreement or take certain similar actions other than, under certain circumstances, if the Whole Earth Board, acting upon the recommendation of the Special Committee, or the Special Committee determines in good faith, after consultation with a financial advisor and outside legal counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable law and the Whole Earth Board, acting upon the recommendation of the Special Committee, or the Special Committee complies with the terms of the Merger Agreement.
Moreover, neither the Whole Earth Board, acting upon the recommendation of the Special Committee, nor the Special Committee may withdraw the Whole Earth Board’s recommendation that Whole Earth’s stockholders adopt the Merger Agreement or take certain similar actions unless the Whole Earth Board complies with certain procedures in the Merger Agreement, including engaging in good faith negotiations with Parent during a specified period. If Whole Earth or Parent terminates the Merger Agreement under certain circumstances, including because the Whole Earth Board, acting upon the recommendation of the Special Committee, or the Special Committee, amends, modifies or withdraws the Whole Earth Board’s recommendation that Whole Earth’s stockholders adopt the Merger Agreement, then Whole Earth must pay to Parent the Company Termination Fee. For more information, see the section of this proxy statement captioned “The Merger Agreement—Recommendation Changes.
Limited Guarantee
Under the Limited Guarantee, each of the Guarantors, severally (and not jointly and severally), has guaranteed the payment by Parent of such Guarantor’s respective percentage set forth in the Limited Guarantee (such Guarantor’s “Maximum Guarantor Percentage”) of Parent’s obligations under the Merger Agreement with respect to (i) the Parent Termination Fee, (ii) certain related enforcement expenses and (iii) certain reimbursement and/or indemnification obligations of Parent and Merger Sub, in each case, to the extent payable by Parent to the Company under the Merger Agreement and subject to the limitations set forth therein, provided that in no event shall the maximum amount of any Guarantor’s aggregate liability under the Limited Guarantee exceed an amount equal to such Guarantor’s Maximum Guarantor Percentage of the sum of (x) the Parent
12

TABLE OF CONTENTS

Termination Fee, (y) the amount of such enforcement expenses and (z) the amount of such reimbursement and/or indemnification obligations (such maximum aggregate amount, the “Cap”). For more information, please see the section of this proxy statement captioned “Special Factors—Limited Guarantee.”
Financing of the Merger
The obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition. In connection with the financing of the Merger, NewCo and Parent entered into the Equity Commitment Letter, pursuant to which, among other things, NewCo has committed to purchase from Parent, or cause to be purchased, directly or indirectly, at or prior to the Closing, securities of Parent for an aggregate purchase price in cash not to exceed $300,000,000. In addition, pursuant to the Debt Commitment Letter provided to Parent, the Incremental Term Loan Lenders (as defined in the section of this proxy statement captioned “Special Factors—Financing of the Merger”) committed to provide, on the terms and subject to the conditions set forth in the Debt Commitment Letter, at or prior to the Closing, an incremental term loan facility of $375,000,000, subject to certain customary conditions. The Equity Commitment and Debt Commitment (each as defined in the section of this proxy statement captioned “Special Factors—Financing of the Merger”) will be used by Parent to (a) fund, together with the proceeds of any third party financing obtained by Parent or its affiliates as of the Closing Date, the aggregate Per Share Price and other amounts required to be paid by Parent pursuant to the Merger Agreement and (b) pay all related fees and expenses required to be paid by Parent or Merger Sub pursuant to the Merger Agreement in connection with the transactions contemplated by the Merger Agreement.
For more information, please see the section of this proxy statement captioned “Special Factors—Financing of the Merger.”
Conditions to the Closing
Obligations of Parent, Merger Sub and Whole Earth. The obligations of Parent, Merger Sub and Whole Earth, as applicable, to consummate the Merger are subject to the satisfaction or waiver of certain conditions, including:
the adoption of the Merger Agreement by (a) the holders of a majority in voting power of the outstanding Company Common Stock, voting as a single class, and (b) the Requisite Stockholder Approval;
the absence of any law or order prohibiting the consummation of the Merger; and
the expiration or termination of the waiting periods applicable to the Merger pursuant to the HSR Act; and the receipt of any approvals required by all other required clearances, consents and approvals from specified antitrust, foreign investment and other regulatory authorities.
Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible pursuant to applicable law) of each of the following conditions:
the accuracy of the representations and warranties of Whole Earth in the Merger Agreement, subject to applicable materiality or other qualifiers, as of certain dates set forth in the Merger Agreement;
Whole Earth having performed and complied in all material respects with all covenants under the Merger Agreement required to be performed and complied with by it at or prior to the Closing Date;
receipt by Parent of a customary closing certificate of Whole Earth; and
the absence of any Company Material Adverse Effect (as defined in the section of this proxy statement captioned “The Merger Agreement—Representations and Warranties”) having occurred after the date of the Merger Agreement.
Obligations of Whole Earth. The obligations of Whole Earth to consummate the Merger are subject to the satisfaction or waiver (where permissible pursuant to applicable law) of each of the following conditions:
the accuracy of the representations and warranties of each of Parent and Merger Sub in the Merger Agreement, subject to applicable materiality or other qualifiers, as of certain dates set forth in the Merger Agreement;
13

TABLE OF CONTENTS

Parent and Merger Sub having each performed and complied in all material respects with all covenants under the Merger Agreement required to be performed and complied with by Parent and Merger Sub at or prior to the Closing Date; and
the receipt by Whole Earth of a customary closing certificate of Parent and Merger Sub.
For more information, see the section of this proxy statement captioned “The Merger Agreement—Conditions to the Closing.
Termination of the Merger Agreement
The Merger Agreement contains certain termination rights for the Company, on the one hand, and Parent, on the other hand, including but not limited to, Parent and the Company each having the right to terminate the Merger Agreement at any time prior to the Effective Time (whether prior to or after the receipt of the Requisite Stockholder Approval) by (1) mutual written agreement or (2) if the Merger is not consummated by August 12, 2024 (the “Outside Date”). Additional termination rights are further described in the section of this proxy statement captioned “The Merger Agreement—Termination of the Merger Agreement.
Termination Fees and Remedies
Payment of Termination Fee by Whole Earth. Upon termination of the Merger Agreement, and as further described in the section of this proxy statement captioned “The Merger Agreement—Termination Fees,” under specified circumstances, including Whole Earth terminating the Merger Agreement to enter into an Alternative Acquisition Agreement (as defined herein) with respect to a Superior Proposal or Parent terminating the Merger Agreement due to a Recommendation Change, in each case, pursuant to and in accordance with the “fiduciary out” provisions of the Merger Agreement, Whole Earth will be required to pay Parent the Company Termination Fee.
Payment of Termination Fee by Parent. Upon termination of the Merger Agreement, and as further described in the section of this proxy statement captioned “The Merger Agreement—Termination Fees,” under specified circumstances, Parent will be required to pay Whole Earth a termination fee of $40 million (the “Parent Termination Fee”).
Specific Performance. Parent, Merger Sub and Whole Earth are entitled, in addition to any other remedy to which they are entitled at law or equity, to an injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches) of the Merger Agreement and to enforce the terms of the Merger Agreement. Whole Earth has the right, subject to the terms and conditions of the Merger Agreement and the Equity Commitment Letter, to an injunction, specific performance or other equitable remedies in connection with enforcing Parent and Merger Sub’s equity financing.
Appraisal Rights
If the Merger is consummated, holders of record or beneficial owners of Company Common Stock who (1) do not vote in favor of the Merger Proposal (whether by voting against the Merger Proposal, abstaining or otherwise not voting with respect to the Merger Proposal), (2) continuously hold (in the case of holders of record) or continuously own (in the case of beneficial owners) their applicable shares of Company Common Stock through the effective date of the Merger, (3) properly demand appraisal of their applicable shares, (4) meet certain statutory requirements described in this proxy statement, and (5) do not withdraw their demands or otherwise lose their rights to appraisal will be entitled to seek appraisal of their shares in connection with the Merger under Section 262 of the DGCL if certain conditions set forth in Section 262 of the DGCL are satisfied. The requirements under Section 262 of the DGCL for perfecting and exercising appraisal rights are described in further detail the section of this proxy statement captioned “Appraisal Rights,” which description is qualified in its entirety by Section 262 of the DGCL, which is attached hereto and incorporated herein by reference as Annex C.
This means that these holders of record and beneficial owners may be entitled to have their shares of Company Common Stock appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Company Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be fair value from the effective date of the Merger through the date of payment of the judgment at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment, compounded quarterly. If at any time before the
14

TABLE OF CONTENTS

entry of judgment in the proceeding, the Surviving Corporation makes a voluntary cash payment to persons entitled to appraisal, interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Due to the complexity of the appraisal process, any persons who wish to seek appraisal of their shares of Company Common Stock are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights. Persons considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares of Company Common Stock. For more information, see the section of this proxy statement captioned “Appraisal Rights—Determination of Fair Value.”
To exercise appraisal rights, a holder of record or a beneficial owner of Company Common Stock must (1) submit a written demand for appraisal of such holder’s shares or such beneficial owner’s shares of Company Common Stock to Whole Earth before the vote is taken on the Merger Proposal, (2) not vote, in person or by proxy, in favor of the Merger Proposal (whether by voting against the Merger Proposal, abstaining or otherwise not voting with respect to the Merger Proposal), (3) continuously hold (in the case of holders of record) or continuously own (in the case of beneficial owners) the subject shares of Company Common Stock through the effective date of the Merger, and (4) strictly comply with all other procedures for exercising appraisal rights under the DGCL. If you are a beneficial owner of shares of Company Common Stock and you wish to exercise your appraisal rights in such capacity, in addition to the foregoing requirements, your demand for appraisal must also (1) reasonably identify the holder of record of the shares of Company Common Stock for which the demand is made, (2) be accompanied by documentary evidence of your beneficial ownership of shares of Company Common Stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and (3) provide an address at which you consent to receive notices given by the Surviving Corporation under Section 262 of the DGCL and to be set forth on the verified list required by Section 262(f) of DGCL. The failure to follow exactly the procedures specified under the DGCL may result in the loss of appraisal rights.
The requirements under Section 262 of the DGCL for perfecting and exercising appraisal rights are described in further detail in the section of this proxy statement captioned “Appraisal Rights,” which description is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights, which is attached hereto and incorporated by reference as Annex C.
15

TABLE OF CONTENTS

QUESTIONS AND ANSWERS
The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. The Company encourages you to carefully read the more detailed information contained elsewhere in this proxy statement, including the annexes to this proxy statement and the other documents to which Whole Earth refers in this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement captioned “Where You Can Find Additional Information.”
Q:
Why am I receiving these materials?
A:
On February 12, 2024, the Company entered into the Merger Agreement. Under the Merger Agreement, Parent will acquire all of the outstanding shares of Company Common Stock issued and outstanding immediately prior to the Effective Time for the Per Share Price. In order to complete the Merger, Whole Earth’s stockholders must vote to approve the adoption of the Merger Agreement at the Special Meeting. The affirmative vote of (1) both the holders of a majority in voting power of the outstanding Company Common Stock, voting as a single class, and (2) the holders of at least sixty-six and two-thirds percent of the outstanding shares of Company Common Stock held by the Unaffiliated Stockholders are conditions to the consummation of the Merger. See the section of this proxy statement captioned “The Merger Agreement—Conditions to the Closing.” The Whole Earth Board is furnishing this proxy statement and form of proxy card to the holders of shares of Company Common Stock as of the Record Date in connection with the solicitation of proxies of Whole Earth’s stockholders to be voted at the Special Meeting.
This proxy statement, which you should read carefully, contains important information about the Merger, the Merger Agreement, the Special Meeting and the matters to be voted on at the Special Meeting. The enclosed materials allow you to submit a proxy to vote your shares of Company Common Stock without attending the Special Meeting and to ensure that your shares of Company Common Stock are represented and voted at the Special Meeting.
Your vote is very important. Even if you plan to attend the Special Meeting, the Company encourages you to submit a proxy as soon as possible.
Q:
What is the Merger and what effects will it have on the Company?
A:
The Merger is the acquisition of Whole Earth Brands by Parent. If the Merger Proposal is approved by Whole Earth’s stockholders and the other closing conditions under the Merger Agreement are satisfied or waived, Merger Sub will merge with and into Whole Earth, with Whole Earth continuing as the Surviving Corporation. As a result of the Merger, Whole Earth will become a wholly owned subsidiary of Parent, and the Company Common Stock and Company Warrants will no longer be publicly traded and will be delisted from Nasdaq. In addition, the Company Common Stock and Company Warrants will be deregistered under the Exchange Act, and Whole Earth will no longer file periodic reports with the SEC.
Q:
What will I receive if the Merger is completed?
A:
Upon completion of the Merger, you will be entitled to receive the Per Share Price, without interest thereon, for each share of Company Common Stock that you own, unless you have properly perfected and exercised, and not validly withdrawn or subsequently lost, your appraisal rights under the DGCL, and certain other conditions under the DGCL are satisfied. For example, if you own 100 shares of Company Common Stock, you will receive $487.50 in cash in exchange for your shares of Company Common Stock, without interest thereon.
Q:
How does the Per Share Price compare to the market price of the Company Common Stock?
A:
This amount represents an approximately 56% premium to the unaffected closing price of the Company Common Stock on June 23, 2023, the last full trading day prior to Sababa’s initial $4.00 per share bid.
16

TABLE OF CONTENTS

Q:
What will happen to Whole Earth Equity Awards?
A:
Generally speaking, Whole Earth Equity Awards will be treated as follows at the Effective Time:
Each share of Company Common Stock subject to a restricted stock award will become immediately fully vested (and subject to any applicable tax withholding on such acceleration) and treated as a share of Company Common Stock issued and outstanding immediately prior to the Effective Time.
Each restricted stock unit award with respect to shares of Company Common Stock will become fully vested and, after giving effect to such vesting, automatically be cancelled and converted into the right to receive an amount in cash (less any applicable tax withholding) equal to (A) the total number of shares of Company Common Stock underlying such award, multiplied by (B) the Per Share Price.
Each performance-based restricted stock unit award with respect to shares of Company Common Stock will become fully vested as to the number of shares of Company Common Stock subject to such award that would vest based on target level achievement of all performance targets (without application of any modifier) and, after giving effect to such vesting, automatically be cancelled and converted into the right to receive an amount in cash (less any applicable tax withholding) equal to (Y) the target number of shares of Company Common Stock underlying such award, multiplied by (Z) the Per Share Price.
Q:
What will happen to the Company Warrants?
A:
Generally speaking, the Company Warrants will be treated as follows at the Effective Time:
Pursuant to the Merger Agreement, each Company Warrant outstanding immediately prior to the Effective Time will be treated in the manner set forth in the Warrant Agreement.
Pursuant to the Warrant Agreement, at the Effective Time, each Company Warrant will automatically cease to represent a warrant to purchase shares of Company Common Stock and instead represent a right by the holder upon any subsequent exercise of such warrant to receive the amount of cash receivable at the Effective Time that the holder of the Warrants would have received if such holder had exercised his, her or its warrant(s) immediately prior to the Effective Time, provided that if the holder of such warrant properly exercises such warrant within thirty (30) days following the public disclosure of the consummation of the Merger in a Current Report on Form 8-K, the exercise price of such warrant will be reduced by an amount equal to the difference (but in no event less than zero) of (i) the exercise price of such warrant in effect prior to such reduction minus (ii) (A) the Per Share Price minus (B) the Black-Scholes value of such warrant (determined in accordance with the Warrant Agreement).
At or as promptly as practicable after the Effective Time, the Surviving Corporation will enter into an amendment to the Warrant Agreement with the Warrant Agent providing for the delivery of the Alternative Issuance (as defined in the Warrant Agreement) that occurs as a result of the consummation of the Merger.
Q:
What am I being asked to vote on at the Special Meeting?
A:
You are being asked to vote on the following proposals:
The Merger Proposal: the proposal to adopt the Merger Agreement, pursuant to which Merger Sub will merge with and into Whole Earth, with Whole Earth continuing as the Surviving Corporation and becoming a wholly owned subsidiary of Parent; and
The Adjournment Proposal: the proposal to approve the adjournment of the Special Meeting, from time to time, to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.
Q:
When and where is the Special Meeting?
A:
The Special Meeting will take place virtually on [ ], 2024 at [ ], Eastern time. You may attend the Special Meeting solely via a live interactive webcast on the Internet at [ ]. You will need the control number found on your proxy card or voting instruction form in order to participate in the Special Meeting (including voting your shares).
17

TABLE OF CONTENTS

Q:
Who is entitled to vote at the Special Meeting?
A:
All of Whole Earth’s stockholders as of the close of business on [ ], which is the Record Date for determining the Stockholders of the Company entitled to notice of and vote at the Special Meeting, are entitled to vote their shares of Company Common Stock at the Special Meeting. As of the Record Date, there were [ ] shares of Company Common Stock outstanding and entitled to vote at the Special Meeting. For each share of Company Common Stock that you own as of the close of business on the Record Date, you will have one vote on each matter submitted for a vote at the Special Meeting.
Q:
What vote is required to approve the Merger Proposal?
A:
Approval of the Merger Proposal requires the affirmative vote of (1) the holders of a majority in voting power of the outstanding Company Common Stock, voting as a single class, and (2) the holders of sixty-six and two-thirds percent of the outstanding Company Common Stock held by the Unaffiliated Stockholders.
Q:
What vote is required to approve the Adjournment Proposal?
A:
Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority in voting power of the Company Common Stock present by means of remote communication or represented by proxy at the Special Meeting and entitled to vote on such proposal.
Q:
What happens if I fail to vote or abstain from voting on a proposal?
A:
If you (1) are a stockholder of record as of the Record Date and fail to submit a signed proxy card, grant a proxy over the internet or by telephone, or vote your shares in person at the Special Meeting, or if you (2) hold in “street name” and you fail to instruct your broker, bank or other nominee on how to vote your shares, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting, and such failure to vote will have the same effect as voting “AGAINST” the Merger Proposal, but will not have any effect on the outcome of the vote on the Adjournment Proposal (assuming a quorum is present).
With respect to the Merger Proposal and the Adjournment Proposal, if you abstain from voting, your shares will be counted as present for purposes of determining the presence of a quorum, but such abstention will have the same effect as voting “AGAINST” such proposal.
Q:
How will Whole Earth’s directors and executive officers and certain other stockholders vote on the Merger Proposal?
A:
Whole Earth’s directors and executive officers currently owning shares of Company Common Stock have informed Whole Earth that, as of the date of this proxy statement, they intend to vote all of the shares of Company Common Stock owned directly by them in favor of the Merger Proposal and the Adjournment Proposal. As of the Record Date, Whole Earth’s directors and executive officers beneficially owned, in the aggregate, approximately [ ]% of the voting power of the shares of Company Common Stock outstanding as of the Record Date. For more information, see the section of this proxy statement captioned “Special Factors—Intent of Whole Earth’s Directors and Executive Officers to Vote in Favor of the Merger.”
As of the date of this proxy statement, Parent and its affiliates currently hold 20.78% of the outstanding shares of Company Common Stock and are expected to vote such shares in favor of the Merger Proposal and the Adjournment Proposal. However, approval of the Merger Proposal requires the affirmative vote of both (i) the holders of a majority in voting power of the outstanding Company Common Stock, voting as a single class, and (ii) sixty-six and two-thirds percent of the outstanding shares of Company Common Stock held by the Unaffiliated Stockholders.
Q:
What do I need to do now?
A:
We encourage you to read this proxy statement, the annexes to this proxy statement and the documents that we refer to in this proxy statement carefully and consider how the Merger affects you. Then, even if you expect to attend the Special Meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card), so that your
18

TABLE OF CONTENTS

shares can be voted at the Special Meeting. If you hold your shares in “street name,” please refer to the voting instruction form provided by your bank, broker or other nominee for information on how to vote your shares. Please do not send your stock certificates with your proxy card.
Q:
What is the Special Committee, and what role did it play in evaluating the Merger?
A:
The Disinterested Directors formed the Special Committee to review and consider the non-binding proposal received from Sababa in June 2023 and any other strategic alternatives available to the Company, and to deliver a recommendation to the Whole Earth Board from the Special Committee regarding the Company’s response to the non-binding proposal received from Sababa in June 2023 and any other strategic alternatives. The Special Committee is comprised solely of three of the Disinterested Directors. As more fully described in the section of this proxy statement captioned “Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Disinterested Directors,” the Special Committee evaluated the Merger Agreement, the Limited Guarantee, the Equity Commitment Letter, the Debt Commitment Letter and the transactions contemplated by the Merger Agreement, including the Merger, with the assistance of outside financial and legal advisors and, where appropriate, Whole Earth management. At the conclusion of its review, the Special Committee, among other things, unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of Whole Earth Brands and the Unaffiliated Stockholders and (2) recommended to the Whole Earth Board that the Whole Earth Board (a) adopt resolutions approving, adopting and declaring advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, and (b) recommend that the Company’s stockholders vote for the adoption of the Merger Agreement and the Merger at the Special Meeting. The Whole Earth Board, acting upon the unanimous recommendation of the Special Committee and following the recusal of Mr. Franklin, (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of Whole Earth Brands and the Unaffiliated Stockholders, (2) approved and declared advisable the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, and (3) resolved to recommend that the Company’s stockholders vote for the adoption and approval of the Merger Agreement and the Merger at the Special Meeting.
Q:
How does the Whole Earth Board recommend that I vote?
A:
The Whole Earth Board, acting upon the unanimous recommendation of the Special Committee and following the recusal of Mr. Franklin, unanimously recommends that you vote:
“FOR” the approval of the Merger Proposal; and
“FOR” the approval of the Adjournment Proposal.
You should read the section of this proxy statement captioned “Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Disinterested Directors” for a discussion of the factors that the Special Committee and the Disinterested Directors considered in deciding to recommend and/or approve, as applicable, the approval of the adoption of the Merger Agreement.
Q:
What happens if the Merger is not completed?
A:
If the Merger Agreement is not adopted as a result of the failure to obtain the Requisite Stockholder Approval, or if the Merger is not completed for any other reason, Whole Earth’s stockholders will not be entitled to receive any payment for their shares of Company Common Stock. Instead: (1) Whole Earth will remain an independent public company, (2) the Company Common Stock and Company Warrants will continue to be listed and traded on Nasdaq and registered under the Exchange Act, and (3) Whole Earth will continue to file periodic reports with the SEC.
In specified circumstances in which the Merger Agreement is terminated, Whole Earth has agreed to pay Parent a termination fee. For more information, see the section of this proxy statement captioned “The Merger Agreement—Termination Fees.”
Q:
What is the compensation that will or may become payable by the Company to its Disinterested Directors and certain of the Company’s executive officers in connection with the Merger?
A:
The compensation that will or may become payable by Whole Earth to its Disinterested Directors and certain of Whole Earth’s executive officers (“NEOs”) in connection with the Merger is certain
19

TABLE OF CONTENTS

compensation that is based on or otherwise relates to the Merger and payable to the Disinterested Directors and certain executive officers pursuant to underlying plans and arrangements that are contractual in nature. For further information, see the section of this proxy statement captioned “Special Factors—Interests of Whole Earth’s Directors and Executive Officers in the Merger.”
Q:
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
A:
If your shares are registered directly in your name with Whole Earth’s transfer agent, Continental Stock Transfer & Trust Company, you are considered, with respect to those shares, to be the “stockholder of record.” If you are a stockholder of record, this proxy statement and your proxy card have been sent directly to you by or on behalf of Whole Earth. As a stockholder of record, you may attend the Special Meeting and vote your shares at the Special Meeting using the control number on the enclosed proxy card.
If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of Company Common Stock held in “street name.” If you are a beneficial owner of shares of Company Common Stock held in “street name,” this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting. However, because you are not the stockholder of record, you may not vote your shares at the Special Meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting.
Q:
If my broker holds my shares in “street name,” will my broker vote my shares for me?
A:
No. Your bank, broker or other nominee is permitted to vote your shares on any proposal currently scheduled to be considered at the Special Meeting only if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee to vote your shares.
If you do not provide your bank, broker or other nominee with voting instructions, your shares will not be voted on any of the proposals, which will have the same effect as if you voted “AGAINST” the Merger Proposal but will have no effect on the outcome of the vote on the Adjournment Proposal, except to the extent affecting the obtaining of a quorum at the meeting.
Q:
How may I vote?
A:
If you are a stockholder of record (that is, if your shares of Company Common Stock are registered in your name with Continental Stock Transfer & Trust Company, Whole Earth’s transfer agent), there are four (4) ways to vote:
by signing, dating and returning the enclosed proxy card (a prepaid reply envelope is provided for your convenience);
by visiting the internet address on your proxy card;
by calling the toll-free (within the United States or Canada) phone number on your proxy card; or
by attending the Special Meeting and voting at the Special Meeting using the control number on the enclosed proxy card.
The control number located on your proxy card is designed to verify your identity and allow you to vote your shares of Company Common Stock and to confirm that your voting instructions have been properly recorded when voting electronically over the internet or by telephone. Although there is no charge for voting your shares, if you vote electronically over the internet or by telephone, you may incur costs such as internet access and telephone charges for which you will be responsible.
Even if you plan to attend the Special Meeting, you are strongly encouraged to vote your shares of Company Common Stock by proxy. If you are a stockholder of record or if you provide a “legal proxy” to vote shares that you beneficially own, you may vote your shares of Company Common Stock at the Special Meeting even if you have previously voted by proxy. If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any previously submitted proxy.
20

TABLE OF CONTENTS

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting instruction form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the internet or by telephone. To vote over the internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting instruction form provided by your bank, broker or nominee. However, because you are not the stockholder of record, you may not vote your shares at the Special Meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting.
Q:
May I attend the Special Meeting and vote at the Special Meeting?
A:
Yes. You may attend the Special Meeting by means of remote communication via live interactive webcast on the internet at [ ]. The Special Meeting will begin at [ ], Eastern time, on [ ], 2024. Online check-in will begin at [ ], Eastern time. You will need the control number found on your proxy card or voting instruction form in order to participate in the Special Meeting (including voting your shares). As the Special Meeting is virtual, there will be no physical meeting location.
Even if you plan to attend the Special Meeting as described above, to ensure that your shares will be represented at the Special Meeting, Whole Earth encourages you to promptly sign, date and return the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the Special Meeting as described above and vote at the Special Meeting, your vote will revoke any proxy previously submitted.
If, as of the Record Date, you are a beneficial owner of shares held in “street name,” you may not vote your shares at the Special Meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting. Otherwise, you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions.
Q:
Why did the Company choose to hold a virtual Special Meeting?
A:
The Whole Earth Board decided to hold the Special Meeting virtually in order to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from virtually any location around the world, at no cost. However, you will bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies. Whole Earth believes this is the right choice for it, as a company with a global footprint. A virtual Special Meeting makes it possible for more stockholders (regardless of size, resources or physical location) to have direct access to information, while saving Whole Earth and its stockholders time and money. Whole Earth also believes that the online tools that it has selected will increase stockholder communication. Whole Earth remains very sensitive to concerns that virtual meetings may diminish stockholder voice or reduce accountability. Accordingly, Whole Earth has designed its virtual format to enhance, rather than constrain, stockholder access, participation and communication.
Q:
What is a proxy?
A:
A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of Company Common Stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of Company Common Stock is called a “proxy card.” You may follow the instructions on the proxy card to designate a proxy by telephone or by the Internet in the same manner as if you had signed, dated and returned a proxy card. Ira W. Schlussel, Vice-President and Chief Legal Officer of the Company, with full power of substitution and re-substitution, has been designated as the proxy holder for the Special Meeting by the Whole Earth Board.
21

TABLE OF CONTENTS

Q:
May I change my vote after I have mailed my signed and dated proxy card?
A:
Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:
signing another proxy card with a later date and returning it to Whole Earth prior to the Special Meeting;
submitting a new proxy electronically over the internet or by telephone after the date of the earlier submitted proxy;
delivering a written notice of revocation to Whole Earth’s Secretary; or
attending the Special Meeting and voting at the Special Meeting using the control number on the enclosed proxy card.
If you hold your shares of Company Common Stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting.
Q:
If a stockholder gives a proxy, how are the shares voted?
A:
Regardless of the method you choose to grant your proxy, the individuals named on the enclosed proxy card, with full power of substitution and re-substitution, will vote your shares in the way that you direct. If you sign and date your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted as recommended by the Whole Earth Board with respect to each proposal. This means that they will be voted: (1) “FOR” the approval of the Merger Proposal, (2) “FOR” the approval of the Adjournment Proposal, and in the proxyholders’ discretion with respect to any other business that may properly come before the Special Meeting.
Q:
Should I send in my stock certificates now?
A:
No. After the Merger is completed, any holders of physical stock certificates will receive a letter of transmittal containing instructions for how to send your stock certificates to the Payment Agent in order to receive the appropriate cash payment for the shares of Company Common Stock represented by your stock certificates. Unless you are seeking appraisal, you should use the letter of transmittal to exchange your stock certificates for the cash payment to which you are entitled. Please do not send your stock certificates with your proxy card. If you hold your shares of Company Common Stock in book-entry form, the Payment Agent will pay you the appropriate portion of the aggregate Per Share Price (subject to any applicable withholding taxes) upon receipt of a customary “agent’s message” (or such other evidence of transfer as the Payment Agent may reasonably request) and any other items specified by the Payment Agent.
Q:
What happens if I sell or transfer my shares of Company Common Stock after the Record Date but before the Special Meeting?
A:
The Record Date for the Special Meeting is earlier than the date of the Special Meeting and the expected effective date of the Merger. If you sell or transfer your shares of Company Common Stock after the Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or transfer your shares and each of you notifies Whole Earth in writing of such special arrangements, you will transfer the right to receive the Per Share Price with respect to such shares, if the Merger is completed, to the person to whom you sell or transfer your shares, but you will retain your right to vote those shares at the Special Meeting. Even if you sell or transfer your shares of Company Common Stock after the Record Date, Whole Earth encourages you to sign, date and return the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card).
Q:
What should I do if I receive more than one set of voting materials?
A:
Please sign, date and return (or grant your proxy electronically over the internet or by telephone for) each proxy card and voting instruction form that you receive to ensure that all of your shares are voted. You may
22

TABLE OF CONTENTS

receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction forms, if your shares are registered differently or are held in more than one account. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a stockholder of record as of the Record Date and your shares are registered in more than one name, you will receive more than one proxy card. Please vote all voting materials that you receive.
Q:
Where can I find the voting results of the Special Meeting?
A:
Whole Earth intends to publish final voting results in a Current Report on Form 8-K to be filed with the SEC within four (4) business days following the Special Meeting. All reports that Whole Earth files with the SEC are publicly available when filed. See the section of this proxy statement captioned “Where You Can Find Additional Information.”
Q:
Will I be subject to U.S. federal income tax upon the exchange of common stock for cash pursuant to the Merger?
A:
The exchange of Company Common Stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, a U.S. Holder (as defined in the section entitled “Special Factors—Certain U.S. Federal Income Tax Consequences of the Merger”) who exchanges shares of Company Common Stock for cash in the Merger will generally recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received with respect to such shares and the U.S. Holder’s adjusted tax basis in such shares. If you are a Non-U.S. Holder (as defined in the section entitled “Special Factors—Certain U.S. Federal Income Tax Consequences of the Merger”), the Merger will generally not result in U.S. federal income tax to you unless you have certain connections with the United States. For a more complete description of the U.S. federal income tax consequences of the Merger, see the section entitled “Special Factors—Certain U.S. Federal Income Tax Consequences of the Merger.” This description does not address any non-income tax consequences, nor does it address state, local, non-U.S. or other tax consequences or the consequences to holders who are subject to special treatment under U.S. federal income tax law. Consequently, you are urged to consult your tax advisor to determine the particular tax consequences to you of the Merger.
Q:
When do you expect the Merger to be completed?
A:
We currently expect to complete the Merger in the second quarter of 2024. However, the exact timing of completion of the Merger, if at all, cannot be predicted because the Merger is subject to the closing conditions specified in the Merger Agreement, many of which are outside of our control.
Q:
What governmental and regulatory approvals are required?
A:
Under the terms of the Merger Agreement, the Merger cannot be completed until the waiting period applicable to the Merger under the HSR Act has expired or been terminated.
Q:
Am I entitled to appraisal rights under the DGCL?
A:
If the Merger is consummated and certain conditions set forth in Section 262 of the DGCL are satisfied, holders of record and beneficial owners of Company Common Stock who (1) do not vote in favor of the Merger Proposal (whether by voting against the Merger Proposal, abstaining or otherwise not voting with respect to the Merger Proposal), (2) continuously hold (in the case of holders of record) or continuously own (in the case of beneficial owners) their applicable shares of Company Common Stock through the effective date of the Merger, (3) properly demand appraisal of their applicable shares, (4) meet certain statutory requirements as described in this proxy statement, and (5) do not withdraw their demands or otherwise lose their rights to appraisal, will be entitled to seek appraisal of their shares in connection with the Merger under Section 262 of the DGCL. This means that such holders of record and beneficial owners may be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Company Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by
23

TABLE OF CONTENTS

the Delaware Court of Chancery to be fair value from the effective date of the Merger through the date of payment of the judgment at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment, compounded quarterly. If at any time before the entry of judgment in the proceeding, the Surviving Corporation makes a voluntary cash payment to each person seeking appraisal, interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Persons who wish to seek appraisal of their shares of Company Common Stock are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The DGCL requirements for perfecting and exercising appraisal rights are described in additional detail in the section of this proxy statement captioned “Appraisal Rights,” which description is qualified in its entirety by Section 262 of the DGCL regarding appraisal rights, which is attached hereto and incorporated by reference as Annex C.
Q:
Do any of Whole Earth’s directors or officers have interests in the Merger that may differ from those of Whole Earth’s stockholders generally?
A:
Yes. In considering the recommendations of the Special Committee and the Whole Earth Board with respect to the Merger Agreement, you should be aware that, aside from their interests as holders of Company Common Stock and equity awards, Whole Earth’s directors and executive officers may have interests in the Merger that are different from, or in addition to, your interests as a stockholder. The Special Committee and the Disinterested Directors were aware of and considered these interests to the extent that they existed at the time, among other matters. For more information, see the section of this proxy statement captioned “Special Factors—Interests of Whole Earth’s Directors and Executive Officers in the Merger.”
Q:
Who can help answer my questions?
A:
If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of the accompanying proxy statement or need help submitting your proxy or voting your shares of Company Common Stock, please contact Whole Earth’s proxy solicitor:
[ ]
[ ]
Stockholders call: [ ] (toll-free from the U.S. and Canada) or
[ ] (from other countries)
Banks and brokers call collect: [ ]
24

TABLE OF CONTENTS

SPECIAL FACTORS
Background of the Merger
The following chronology summarizes the key meetings and events that led to and immediately followed the signing of the Merger Agreement. This chronology does not catalogue every communication of or among the Whole Earth Board, the Disinterested Directors, the members of the Special Committee, the representatives of the Company, or other parties, including Sababa and its representatives.
On April 18, 2022, Sir Martin and the Franklin Trust filed a Schedule 13G with the SEC disclosing beneficial ownership of 3,232,380 shares of Company Common Stock, representing approximately 7.8% of the then outstanding shares of Company Common Stock.
Mr. Simon previously served with Sir Martin on the board of directors of another public company until 2016 and worked opposite and adverse to both Sir Martin and Mr. Franklin in 2021 in the course of negotiating and executing a transaction involving the sale of a private company, which transaction was unrelated to the Company. As a result, Mr. Simon personally knew Mr. Franklin and was familiar with his education, experience and qualifications, including that Mr. Franklin was a graduate of the Wharton School, had worked in both private equity and investment banking prior to joining Mariposa, possessed expertise for value creation, M&A execution and strategic operational guidance, and had experience in developing and implementing corporate strategies across various industries including the consumer-packaged goods and food products industries. Given Mr. Franklin’s education, experience and qualifications and Mr. Simon’s prior professional experiences with Mr. Franklin, as well as the significant amount of Company Common Stock beneficially owned by Sir Martin and the Franklin Trust, Mr. Simon determined that it would be in the best interest of the Company and its stockholders to recommend to the Whole Earth Board that Mr. Franklin be appointed as a director of the Company.
A month later, on May 19, 2022, Sir Martin, the Franklin Trust and Sababa (collectively, the “Sababa Holders”) filed an amended Schedule 13G with the SEC disclosing beneficial ownership of 5,766,300 shares of Company Common Stock, representing approximately 13.76% of the then outstanding shares of Company Common Stock.
In late May of 2022, Mr. Simon telephoned Sir Martin and informed him that he intended to recommend to the Whole Earth Board that Mr. Franklin be appointed as a director of the Company. Other than this conversation, there were no arrangements or understandings between Sir Martin, Mr. Franklin or their respective representatives, on the one hand, and Mr. Simon, the Company or their respective representatives, on the other hand, in each case, pursuant to which Mr. Franklin was appointed to serve on the Whole Earth Board.
Subsequent to this exchange, Mr. Simon discussed with members of the Nominating and Corporate Governance Committee of the Whole Earth Board (the “NomGov Committee”) his view that Mr. Franklin be added as a director of the Company. The NomGov Committee considered Mr. Simon’s recommendation and commenced the nomination process by requesting that Mr. Franklin complete a directors & officers questionnaire and provide the NomGov Committee with a resume detailing his education, experience and qualifications. Further, at the request of the NomGov Committee, over the next two months, each member of the Whole Earth Board met with Mr. Franklin individually in order to assess his experience and qualifications.
At a meeting of the Whole Earth Board on August 1, 2022, the NomGov Committee recommended to the Whole Earth Board that Mr. Franklin be added as a director of the Company. Mr. Simon and the NomGov Committee provided the basis for this recommendation, including Mr. Franklin’s education, experience and qualifications, as well as the significant amount of Company Common Stock beneficially owned by Sir Martin and the Franklin Trust. Following such recommendation, discussion and debate took place regarding Mr. Franklin’s proposed appointment to the Whole Earth Board. Following such discussion, the Whole Earth Board unanimously resolved to appoint Mr. Franklin as a director of the Company.
On August 31, 2022, the Company filed a Current Report on Form 8-K with the SEC disclosing that the Whole Earth Board had appointed Mr. Franklin to serve as a director of the Company effective August 25, 2022. Mr. Franklin was appointed based on his education, experience and qualifications. The Form 8-K also disclosed that there were no arrangements or understandings between Mr. Franklin and any other person, in each case,
25

TABLE OF CONTENTS

pursuant to which Mr. Franklin was appointed to serve on the Whole Earth Board. The Form 8-K further disclosed that Mr. Franklin is the son of Sir Martin and referenced the beneficial ownership disclosures reflected in the Schedule 13G filed by the Sababa Holders on May 19, 2022. The Form 8-K further disclosed that Mr. Franklin held certain profits interests in Sababa.
On December 12, 2022, the Company announced that Mr. Albert Manzone and the Company mutually agreed that Mr. Manzone would step down from his capacity as Chief Executive Officer and a member of the Whole Earth Board, effective January 1, 2023, and that Mr. Franklin was appointed by the Whole Earth Board to serve as the Company's Interim Chief Executive Officer effective January 1, 2023.
On March 16, 2023, the Sababa Holders filed a Schedule 13D with the SEC disclosing beneficial ownership of 8,416,300 shares of Company Common Stock, representing approximately 19.99% of the then outstanding shares of Company Common Stock. The Schedule 13D disclosed that, as part of its periodic evaluation of its investment in the Company, the Sababa Holders intended to engage in discussions with the Whole Earth Board, other stockholders of the Company and other interested parties that may relate to the business, operations, strategic plans, governance and board composition and the future of the Company.
On June 21, 2023, the Sababa Holders filed an amended Schedule 13D with the SEC disclosing beneficial ownership of 8,905,223 shares of Company Common Stock, representing approximately 21.08% of the then outstanding shares of Company Common Stock.
On June 23, 2023, Sir Martin spoke to Mr. Irwin Simon, Executive Chairman of the Whole Earth Board, to arrange an in-person meeting later that evening. At the in-person meeting, Sir Martin informed Mr. Simon that Sababa would be submitting a proposal to acquire all of the outstanding shares of Company Common Stock not already owned by Sababa for $4.00 per share, payable in cash.
On June 25, 2023, Sir Martin delivered to Mr. Simon, at an in-person meeting, a non-binding proposal for Sababa or one of its affiliates to acquire all of the outstanding shares of Company Common Stock not already owned by the Sababa Holders in an all-cash transaction at a price of $4.00 per share (the “Initial Proposal”). The Initial Proposal stated that any definitive agreement would be subject to the requisite approval of the Company’s other stockholders. Mr. Simon indicated that the Whole Earth Board would convene a meeting to discuss the Initial Proposal. Later that day, Sir Martin electronically transmitted the Initial Proposal to Mr. Simon. Mr. Simon shared the electronic copy of the Initial Proposal with attorneys from DLA Piper LLP (US), legal counsel to the Company (“DLA”).
On June 26, 2023, the Sababa Holders filed with the SEC a further amended Schedule 13D disclosing delivery of the Initial Proposal, a copy of which was attached as an exhibit to the Schedule 13D.
Later on June 26, 2023, Mr. Simon shared the electronic copy of the Initial Proposal with the other members of the Whole Earth Board. The Whole Earth Board held a meeting, also attended by representatives of DLA, to discuss the Initial Proposal. The Whole Earth Board first discussed the conflict of interest posed by Mr. Franklin’s familial relationship with Sir Martin and the profits interests in Sababa held by Mr. Franklin. Following a robust discussion by members of the Whole Earth Board, Mr. Franklin determined to recuse himself from any and all future discussions and deliberations of the Whole Earth Board relating to a potential transaction between Sababa or any of its affiliates and the Company. Mr. Franklin then left the meeting. Following Mr. Franklin’s recusal and departure from the meeting, the Whole Earth Board determined that the other members of the Whole Earth Board did not have any material interests in connection with a potential transaction between Sababa or any of its affiliates and the Company.
Also at the June 26, 2023 meeting, following Mr. Franklin’s recusal and departure from the meeting, the Disinterested Directors resolved to form the Special Committee to review and consider the Initial Proposal, and any other strategic alternatives available to the Company, and to deliver a recommendation to the Whole Earth Board from the Special Committee regarding the Company’s response to the Initial Proposal and any other strategic alternatives (the “Process”). The Disinterested Directors resolved that the Special Committee would be comprised of Mr. Steven Cohen, Mrs. Denise Faltischek and Mr. Simon, each of whom was determined by the Disinterested Directors to not have any material interests in connection with the Initial Proposal. Additionally, the Disinterested Directors determined to instruct Mr. Franklin to execute an undertaking to the Company, whereby, among other things, Mr. Franklin would acknowledge and agree that he would not participate in any discussions regarding the Process or seek to access, receive or use confidential information of the Company or its
26

TABLE OF CONTENTS

subsidiaries for any purpose relating to the Process, or communicate or share any confidential information with any of the Sababa Holders (the “Undertaking”). Following the meeting, Mr. Simon called Sir Martin to inform him that the Disinterested Directors held a meeting to discuss the Initial Proposal.
On June 27, 2023, at the direction of the Disinterested Directors, representatives of DLA sent a draft of the Undertaking to Mr. Franklin. Over the course of the next several weeks, representatives of DLA and representatives of Kane Kessler, P.C., personal legal counsel to Mr. Franklin, attempted to negotiate the terms of the Undertaking.
In addition, on June 27, 2023, the Company filed a Current Report on Form 8-K with the SEC disclosing the Company’s receipt of the Initial Proposal on June 27, 2023.
On June 28, 2023, Sir Martin sent Mr. Simon a text message inquiring about a response to the Initial Proposal. Mr. Simon replied that the Disinterested Directors were in receipt of and evaluating the Initial Proposal.
On June 29, 2023, Mr. Simon received a letter from a Company stockholder urging the Whole Earth Board to conduct a robust process to evaluate the Initial Proposal and solicit alternative proposals. Neither Mr. Simon nor any Disinterested Director replied to the stockholder’s letter.
On June 30, 2023, the Disinterested Directors held a meeting to discuss the Process. In addition to the Disinterested Directors, the meeting was also attended by representatives of DLA and, at certain times, representatives of Jefferies. The Disinterested Directors discussed the Process and Mr. Simon’s conversations with various investment banking firms regarding their possible engagement as financial advisor to the Company in connection with the Process. The Disinterested Directors authorized the Special Committee to select and engage a financial advisor on behalf of the Company to advise the Disinterested Directors regarding the Process. Representatives of Jefferies then joined the meeting and reviewed with the Disinterested Directors a summary of certain financial and market analyses related to the Initial Proposal and discussed the approach to and conduct of the Process, including a discussion of broad categories of potential Process participants, as well as Sababa’s potential strategic intentions for the Company.
On July 4, 2023, representatives of Jefferies submitted a draft engagement letter to Mr. Simon in connection with Jefferies’ proposed engagement as the financial advisor to the Company in connection with the Process (the “Jefferies Engagement Letter”).
In connection with its proposed engagement, representatives of Jefferies provided a disclosure memo to the Special Committee describing Jefferies’previous engagements with certain entities affiliated with Sir Martin and the fees received by Jefferies in connection with such engagements, as further described in the section of this Proxy Statement titled “Opinion of Jefferies LLC”.
On July 6, 2023, a representative of Jefferies communicated electronically with Mr. Ira Schlussel, Vice President and Chief Legal Officer of the Company, concerning a proposed due diligence request list to be used by representatives of Jefferies to perform financial due diligence on the Company and to begin preparation for due diligence with potential transaction counterparties. In addition, at the direction of the Special Committee, representatives of Jefferies spoke with Sir Martin to indicate that Jefferies was in the process of being engaged and to hear his perspectives on the Company and the Initial Proposal.
On July 10, 2023, the Special Committee held a meeting with representatives of Jefferies and DLA in attendance. The Special Committee, on behalf of the Disinterested Directors, determined to engage Jefferies as financial advisor to the Company in connection with the Process. Jefferies was selected as the Company’s financial advisor because, among other things, Jefferies is an internationally recognized investment banking firm with substantial experience in mergers and acquisition transactions and based on its familiarity with the Company’s business and industry. Jefferies is regularly engaged in the valuation of businesses and their securities in connection with mergers, acquisitions, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities and private placements. Thereafter, representatives of Jefferies reviewed with the Special Committee an update on the proposed conduct of the Process, including a preliminary discussion of potential bidders in both general and specific terms, Jefferies’ initial views on bidders’ likely interest levels, timing, due diligence requirements and areas of focus, and an overview of various potential strategic alternatives available to the Company and a preliminary financial analysis of the Company based on publicly available information. Following the meeting, at the direction of the Special Committee, representatives of Jefferies began
27

TABLE OF CONTENTS

to contact a selection of potentially interested strategic and financial bidders, indicating to each that the Special Committee was in early stages of its strategic review and that no decisions had been made in connection therewith, including with regard to a potential sale of the Company.
On July 11, 2023, a representative of DLA circulated a revised draft of the Jefferies Engagement Letter to a representative of Jefferies. Later the same day, the Company filed a Current Report on Form 8-K with the SEC and published a press release announcing the appointment of Jefferies as the financial advisor to the Company to assist the Special Committee in the review and evaluation of the Initial Proposal as well as any other proposals or strategic alternatives available to the Company, including remaining a standalone publicly traded company.
On July 14, 2023, the Disinterested Directors held a meeting attended by representatives of DLA and Jefferies to discuss the status of the Process, including a discussion of potentially interested bidders to be contacted at the Special Committee’s direction in connection with the Process (including several financial parties that had made inbound inquiries), the ongoing preparations for due diligence both by Jefferies and by potential bidders, and a review of certain preliminary financial analyses. Additionally, at the request of the Disinterested Directors, representatives of Jefferies reviewed with the Disinterested Directors a preliminary summary of the Initial Proposal and provided an update with regards to initial discussions between representatives of Jefferies and Sababa.
On July 15, 2023, at the direction of the Special Committee, representatives of Jefferies spoke with Sir Martin and representatives of Citi to discuss the Initial Proposal and the anticipated Process.
On July 16, 2023, at a meeting also attended by representatives of DLA, the Disinterested Directors (i) reviewed and resolved to adopt the formal charter of the Special Committee and (ii) also resolved to place Mr. Franklin on a paid leave of absence from his role as Chief Executive Officer of the Company and appoint Mr. Rajnish Ohri and Mr. Jeffrey Robinson as Interim Co-Chief Executive Officers of the Company, effective immediately so that the Company could conduct a disinterested evaluation of the Sababa proposal after the Disinterested Directors and Mr. Franklin were unable to agree on the terms and provisions of the Undertaking.
On July 17, 2023, the Company filed a Current Report on Form 8-K with the SEC and published a press release announcing Mr. Franklin’s paid leave of absence from his role as Chief Executive Officer and the appointment of Messrs. Ohri and Robinson as Interim Co-Chief Executive Officers of the Company.
On July 18, 2023, Sir Martin called Mr. Simon to inquire about an update regarding the Initial Proposal. Mr. Simon informed Sir Martin that he could not at that time discuss the Initial Proposal with Sir Martin. Later the same day, representatives of Jefferies sent a revised version of the Jefferies Engagement Letter to DLA.
On July 26, 2023, the Company and Jefferies executed the Jefferies Engagement Letter. Later that same day, at the direction of the Special Committee representatives of Jefferies met with Sir Martin and representatives of Citi to discuss the Company, the Initial Proposal and the Special Committee’s approach to and expectations for the Process.
On July 27, 2023, members of the Special Committee and a representative of DLA held a telephonic meeting to discuss the status of the Process.
On August 1, 2023, the Whole Earth Board held a regularly scheduled meeting (which Mr. Franklin did not attend), also attended by various members of the Company’s management and a representative of DLA. Among other matters, a topic for discussion at the meeting was the projections prepared by management to be provided to potential bidders (the “September Projections”), including the key assumptions underlying the September Projections and the risks and opportunities affecting the Company’s businesses (such projections, which included the September Projections, are summarized under the header “Projections” in the section of this proxy statement captioned “—Unaudited Prospective Financial Information”). The Disinterested Directors discussed with and asked questions of management regarding the September Projections, including the underlying assumptions and the risks and opportunities affecting the Company’s businesses. The participants also discussed the initial due diligence request list provided by representatives of Jefferies to the Company. The Initial Proposal was not discussed at the meeting. Following the meeting, the Company’s management continued to refine the September Projections.
On August 2, 2023, the Special Committee held a meeting attended by representatives of DLA and Jefferies to discuss the Process, including details of the Company- and sector-specific feedback that Jefferies had received in
28

TABLE OF CONTENTS

its exploratory discussions with potential bidders, as well as a discussion of the potential timeline required to formally solicit indications of interest from a broad range of potential bidders, support bidder due diligence and potentially secure definitive proposals by late October. Representatives of Jefferies informed the Special Committee that they had, as requested by the Special Committee, met with Sir Martin and his financial advisor to discuss the Initial Proposal on July 26, 2023, wherein Sir Martin reiterated Sababa’s interest in acquiring the Company. Representatives of Jefferies then reviewed with the Special Committee the results of Jefferies’ preliminary outreach to date to approximately thirty potential bidders and indicated that a number of those contacted expressed some level of interest in exploring a potential transaction with the Company.
On August 4, 2023, at the direction of the Special Committee, representatives of Jefferies circulated a proposed non-disclosure agreement to Sir Martin relating to Sababa’s due diligence review of the Company in connection with the Initial Proposal, and simultaneously began providing a draft non-disclosure agreement to potential alternative transaction partners that had expressed interest in learning more about the Company. On August 5, 2023, Sir Martin returned a revised draft of the non-disclosure agreement to representatives of Jefferies, which draft was then shared with representatives of DLA. Between August 5 and August 14, 2023, representatives of DLA and Greenberg Traurig, P.A., legal counsel to Sababa (“GT”), exchanged proposed drafts of the non-disclosure agreement, which included customary confidentiality obligations as well as a standstill provision, pursuant to which, among other things, the Sababa Holders (and its controlled affiliates) agreed not to take certain actions, including (i) proposing any stockholder proposal or engaging in a proxy solicitation involving the Company until February 14, 2024 and (ii) publicly proposing any acquisition or tender offer or joining or participating in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) until August 14, 2024. Sababa and the Company executed the non-disclosure agreement on August 14, 2023.
In light of such events, the Audit Committee of the Whole Earth Board (the “Audit Committee”), engaged independent investigative counsel to assist the Audit Committee with conducting an internal investigation. The Audit Committee, based upon information from independent investigative counsel, ultimately determined that Mr. Franklin, and the most recent former chief financial officer of the Company at the request of Mr. Franklin, disclosed to representatives of Sababa material non-public information belonging to the Company without a non-disclosure agreement and in violation of the Company’s internal policies. In contrast to the view of the Company, Mr. Franklin has stated that he believes the disclosure of such information was authorized by the Company. The Company has received a written affidavit certification from Sababa and certain affiliated entities that they and their affiliates did not trade in any of the Company’s securities, did not direct any other party to trade in any of the Company’s securities and did not disclose any information that they or their affiliates received from the Company to any third party prior to the public disclosure of such information by the Company. The investigation concluded prior to the date of this filing.
The material non-public information referenced in the preceding paragraph was shared with representatives of Sababa prior to the receipt by the Company of Sababa’s proposal on June 26, 2023 and did not relate to the Process. Following his recusal from the Whole Earth Board discussions on June 26, 2023, Mr. Franklin did not participate in any activities, meetings or communications with respect to the Process on behalf of, or as a representative of, the Company, and as a result did not receive from the Company any information with respect thereto. The Sababa Holders have advised the Company that Mr. Franklin did not participate in any activities, meetings or communications with respect to Sababa’s non-binding proposal on behalf of, or as a representative of, the Sababa Holders and that the Sababa Holders have not received from Mr. Franklin any information related to Sababa’s Proposal or the Process.
On August 8, 2023, the Special Committee held a meeting, attended by Mr. Schlussel as well as Mr. Ira Lamel, a member of the Whole Earth Board, to discuss the current status of the Process and Company management’s efforts to populate a preliminary data room for use by representatives of Jefferies with potentially interested bidders.
On August 15, 2023, the Sababa Holders filed a further amended Schedule 13D disclosing entry into a non-disclosure agreement with the Company, a copy of which was attached as an exhibit to the Schedule 13D.
On August 15, 2023, the Special Committee held a meeting, attended by representatives of Jefferies, to discuss the current status of the Process, including representatives of Jefferies’ outreach to various strategic and financial parties (other than Sababa or its affiliates) and a discussion of the number and identity of specific parties that had expressed interest in the Company to date, as well as those that had declined to participate. Members of the
29

TABLE OF CONTENTS

Special Committee and representatives of Jefferies discussed Company management’s preparation of the September Projections and the preparation of the virtual data room to support the due diligence review of potential bidders (including Sababa and its affiliates and advisors), as well as the timeline for soliciting indications of interest from potential bidders.
On August 24, 2023, the Company’s management shared a revised version of the September Projections with the Special Committee. The Special Committee reviewed and discussed the revised September Projections and provided feedback to the Company’s management, after which the Company’s management continued to refine the September Projections.
On August 29, 2023, representatives of GT sent an email to representatives of DLA to provide notice, as required under the terms of the non-disclosure agreement between the Company and Sababa, that Sababa intended to disclose confidential information relating to the Company and the proposed transaction to certain proposed representatives, including Rhône Capital VI L.P. (“Rhône”), each of whom had agreed to be bound by the terms of the non-disclosure agreement and would be deemed to be “Representatives,” as such term was defined in the non-disclosure agreement, of Sababa going forward.
On September 11, 2023, the Disinterested Directors held a meeting attended by members of the Company’s management and a representative of DLA. Following a discussion of regular agenda items, the Disinterested Directors met in executive session without management present, at which time Mr. Cohen provided the Disinterested Directors with an update on the status of representatives of Jefferies’ outreach to various strategic and financial bidders (other than Sababa or its affiliates) to determine such parties’ interest in a potential transaction with the Company as part of the Process.
Between approximately August 7, 2023 and September 19, 2023, at the direction of the Special Committee, representatives of Jefferies continued to have conversations with an increasingly broad range of potential strategic and financial bidders (other than Sababa or its affiliates) and circulated non-disclosure agreements to those parties who expressed interest in continuing to evaluate a possible transaction involving the Company. These non-disclosure agreements were further negotiated between DLA and legal counsel for such parties, resulting in the execution of non-disclosure agreements with ten additional parties (other than Sababa or its affiliates) by September 19, 2023.
On September 19, 2023, the Company’s management finalized the September Projections, which were subsequently reviewed by the Special Committee and approved for Jefferies’ use. The Special Committee authorized representatives of Jefferies to share the September Projections with potential bidders who previously executed non-disclosure agreements. Later the same day, representatives of Jefferies began distribution of a confidential information memorandum including the September Projections to the eleven parties (inclusive of Sababa and its representatives, including Rhône) who previously executed non-disclosure agreements related to the Process. In addition, these eleven parties (including Sababa) were offered access to an initial data room established by the Company.
On September 28, 2023, Mr. Franklin communicated by electronic means to Mr. Simon that he was considering resigning as Chief Executive Officer of the Company. Mr. Simon discussed the email with a representative of DLA and then, on October 1, 2023, communicated the contents of Mr. Franklin’s email electronically to the Disinterested Directors. Certain of the Disinterested Directors proceeded to discuss by electronic and telephonic means Mr. Franklin’s possible resignation.
On October 6, 2023, Mr. Franklin sent a letter to Mr. Simon whereby he resigned as Chief Executive Officer of the Company alleging the material diminution of his duties and authority when the Whole Earth Board placed him on a leave of absence from his role as Chief Executive Officer of the Company on July 16, 2023, which, Mr. Franklin determined, warranted termination for Good Reason (as defined in his offer letter dated April 3, 2023). As of the date of this filing, the disagreement regarding the nature of Mr. Franklin's resignation, as Chief Executive Officer of the Company, remains unresolved.
On October 9, 2023, the Whole Earth Board held a meeting, attended by a representative of DLA, to discuss Mr. Franklin’s resignation as Chief Executive Officer of the Company. With Mr. Franklin abstaining, the Whole Earth Board determined to accept Mr. Franklin’s resignation as Chief Executive Officer of the Company but disagreed with Mr. Franklin’s categorization of the resignation as being for good reason; specifically, that the Disinterested Directors had determined to place Mr. Franklin on a paid leave of absence so that the Company
30

TABLE OF CONTENTS

could conduct a disinterested evaluation of the Sababa proposal after the Disinterested Directors and Mr. Franklin were unable to agree on the terms and provisions of the Undertaking. Following his resignation as Chief Executive Officer of the Company, Mr. Franklin ceased to remain on paid leave. While, in his role as a Director, Mr. Franklin has continued to have access to information with respect to the business and operations of the Company, Mr. Franklin did not participate in any activities, meetings or communications with respect to the Process on behalf of, or as a representative of, the Company, and did not receive any information from the Company with respect thereto. In addition, the Sababa Holders have advised the Company that Mr. Franklin did not participate in any activities, meetings or communications with respect to Sababa’s non-binding proposal on behalf of, or as a representative of, the Sababa Holders and that the Sababa Holders have not received from Mr. Franklin any information related to Sababa’s Proposal or the Process.
In addition, the Whole Earth Board resolved, with Mr. Franklin abstaining, to appoint Mr. Ohri and Mr. Robinson as the Company’s Co-Chief Executive Officers, effective immediately. On October 11, 2023, the Company filed a Current Report on Form 8-K with the SEC disclosing Mr. Franklin’s resignation as Chief Executive Officer of the Company, as well as the appointment of Messrs. Ohri and Robinson as the Company’s Co-Chief Executive Officers.
Also on October 9, 2023, at the direction of the Special Committee, representatives of Jefferies distributed a formal process letter to seven potential transaction partners (other than Sababa or its affiliates) who had previously executed non-disclosure agreements and received the confidential information memorandum and had not yet declined to participate in a potential transaction with the Company, which letter specified the information requested to be provided in an initial indication of interest by any such parties and requested submission of initial indications of interest by October 23, 2023.
On October 16, 2023, the Special Committee held a meeting, attended by representatives of DLA and Jefferies, to discuss the status of representatives of Jefferies’ outreach to various strategic and financial bidders (other than Sababa or its affiliates), including a discussion of the Company’s share price trading history and volume, specific feedback from potential bidders (including both those who evaluated the Company’s information through the data room pursuant to their confidentiality agreements with the Company, and those who passed on the opportunity), and review Jefferies’ updated preliminary financial analyses of the Company based on public information and the September Projections. Representatives of Jefferies reviewed with the Special Committee the Company’s potential strategic alternatives and feedback received from the parties whom representatives of Jefferies had contacted regarding interest in a potential transaction with the Company (other than Sababa and its affiliates).
On October 24, 2023, representatives of Jefferies circulated by electronic means to the Special Committee an update regarding the status of representatives of Jefferies’ outreach to various strategic and financial bidders (other than Sababa or its affiliates) to determine such parties’ interest in a potential transaction with the Company as part of the Process, which indicated that, following the expiration of the October 23, 2023 deadline for receipt of initial indications of interest from potential bidders, no such indications had been received from any such parties, and the majority of previously active parties had formally declined to participate in a potential transaction with the Company.
On November 4, 2023, the Special Committee held a meeting, with representatives of Jefferies in attendance, wherein representatives of Jefferies reviewed with the Special Committee an update on the Process including an updated review of the feedback from potential bidders who, by now, had all (other than Sababa) declined to submit an indication of interest or to proceed further with their review, and reviewed Jefferies’ updated preliminary financial analysis of the Company based on the September Projections.
On November 7, 2023, at the direction of the Special Committee, representatives of Jefferies delivered to Sababa an estimate of the Company’s transaction expenses in connection with the proposed transaction, including financial advisor and legal fees as well as certain change of control and transaction bonuses that would be payable to certain members of the Company’s management in connection with the proposed transaction.
On November 8, 2023, members of the Special Committee and representatives of Jefferies met with Sir Martin to discuss the Initial Proposal. Representatives of Rhône also attended the meeting, at Sir Martin’s invitation. At the meeting, Sir Martin indicated that Sababa might be willing to increase the proposed purchase price from $4.00 per share to $4.50 per share, with an openness to potentially increasing the purchase price further, subject to satisfactory completion of due diligence and securing debt and equity financing. The participants also discussed generally the estimate of the Company’s transaction expenses delivered by representatives of Jefferies
31

TABLE OF CONTENTS

to Sababa on November 7, 2023. The members of the Special Committee present indicated that, while the Special Committee would not support a transaction at either $4.00 or $4.50, the Special Committee would consider the Company entering into an exclusivity agreement with Sababa in order to allow Sababa to continue to conduct more comprehensive due diligence in furtherance of a potential further price increase pursuant to a definitive, fully financed proposal.
On November 9, 2023, representatives of GT communicated electronically with representatives of DLA concerning the preparation of an exclusivity agreement between the Company and Sababa (the “Exclusivity Agreement”). Between November 9, 2023 and November 15, 2023, representatives of DLA and GT, with input from their respective clients, negotiated the Exclusivity Agreement. On November 15, 2023, the Company and Sababa executed the Exclusivity Agreement, which provided for a 45-day exclusivity period and included customary restrictions on the Company’s ability to solicit or facilitate any inquiries or offers from any parties (other than Sababa or its affiliates) during the exclusivity period. Upon entry into the Exclusivity Agreement, and in furtherance of its obligations thereunder, the Company and its representatives, including Jefferies, terminated all solicitation of other potential transaction parties (other than Sababa and its affiliates), noting that all parties that had previously engaged in the Process to date had, by this time, declined to participate in a potential transaction with the Company.
On November 22, 2023, representatives of GT sent an email to representatives of DLA to provide notice, as required under the terms of the non-disclosure agreement between the Company and Sababa, that Sababa intended to disclose confidential information relating to the Company and the proposed transaction to Citi as its potential lead M&A financial advisor, who had agreed to be bound by the terms of the non-disclosure agreement and would be deemed to be a “Representative” of Sababa going forward.
Between November 30, 2023 and January 11, 2024, representatives of Sababa and of its potential debt financing sources conducted due diligence of the Company through the review of documents provided by the Company’s management in the virtual data room as well as numerous telephonic conversations and an in-person management presentation concerning specific aspects of the Company’s business, including finance, sales and marketing, human resources, environmental and legal matters. During this period, there were numerous and regular communications between the Company’s advisors and Sababa’s advisors and representatives, including representatives of Citi and Rhône, to facilitate the due diligence and financing process in relation to the potential transaction.
On December 1, 2023, the Company’s management provided the Special Committee with revised projections which incorporated updated operating and financial results generated by the Company subsequent to the finalization of the September Projections (the “December Projections”) (such projections, including the December Projections, are summarized under the header “Projections” in the section of this proxy statement captioned “—Unaudited Prospective Financial Information”). The Special Committee reviewed and discussed the December Projections with management and subsequently approved the December Projections for Jefferies’ use. Following these discussions, the Special Committee authorized representatives of Jefferies to provide the December Projections to Sababa.
On December 6, 2023, members of the Company’s management (telephonically and in-person), with the assistance of representatives of Jefferies, provided a presentation at the New York City office of DLA to representatives of Sababa. Certain members of the Special Committee also attended the presentation telephonically, as did representatives of Rhône and Citi (telephonically and in-person), at Sababa’s invitation. The Company’s management discussed the historical and projected performance of various aspects of the Company’s business (including the December Projections) and provided the representatives of Sababa and Rhône with the opportunity to ask and receive answers to various questions concerning the presentation.
On December 8, 2023, the Special Committee held a meeting attended by representatives of Jefferies wherein the attendees discussed the management presentation and feedback received by representatives of Jefferies following the management presentation on December 6, 2023.
On December 11, 2023, the Disinterested Directors held a meeting attended by certain members of the Company’s management to discuss the management presentation and feedback received by representatives of Jefferies.
32

TABLE OF CONTENTS

On December 12, 2023, given the significant number of outstanding due diligence requests, Sababa submitted to representatives of Jefferies, which was then shared with the Special Committee, a request to extend the term of the Exclusivity Agreement to January 15, 2024 to allow for completion of due diligence and definitive financing commitments, and re-confirmed its prior verbal indication of a potential increase of its offer price to $4.50 per share, subject to further due diligence.
On December 15, 2023, the Special Committee held a meeting attended by representatives of Jefferies wherein representatives of Jefferies reviewed with the Special Committee an update regarding the status of the Process, including Sababa’s request to extend the Exclusivity Agreement, and the progress and remaining scope of Sababa’s due diligence work.
On December 22, 2023, the Special Committee held a meeting to discuss the Process and Sababa’s request to extend the term of the Exclusivity Agreement. The Special Committee resolved not to extend the term of the Exclusivity Agreement, considering, among other factors, the lack of a further increase in the purchase price proposed by Sababa. However, the Special Committee agreed to allow Sababa to continue its due diligence in order to facilitate the submission by Sababa of an improved, definitive and fully financed proposal.
On January 3, 2024, the Special Committee held a meeting attended by representatives of Jefferies to discuss the status of the Process and various potential strategic alternatives following the expiration of the Exclusivity Agreement on December 30, 2023, including the possibility of resuming outreach to potentially interested parties (other than Sababa or its affiliates) to determine such parties’ interest in a potential transaction with the Company and an update on the status of Sababa’s due diligence and its debt and equity financing process. At the direction of the Special Committee, representatives of the Company and Jefferies actively reinitiated and pursued dialog with several of the parties that had previously declined to participate in the Process, as well as with a new financial party that had recently made an inbound inquiry to representatives of Jefferies about the Company, and with an intermediary that had expressed potential interest on behalf of certain of its clients in a portion of the Company’s business. Following these discussions, none of the additional parties progressed to any indication of interest in the Company.
On January 10, 2024, Citi was engaged as lead M&A financial advisor to Parent in connection with a potential transaction with the Company.
On January 16, 2024, Sababa delivered to the Whole Earth Board by electronic means an updated non-binding proposal to acquire all of the outstanding shares of Company Common Stock not already owned by Sababa in an all-cash transaction at a price of $4.50 per share (the “January 16 Proposal”). The January 16 Proposal requested that the Whole Earth Board confirm its intention to move forward with a transaction with Sababa by 8:30 a.m., Eastern time, on January 18, 2024. Substantially concurrently, representatives of GT electronically circulated to representatives of DLA a draft of the proposed Merger Agreement and an executed copy of the Debt Commitment Letter. Subsequent to the delivery of the January 16 Proposal, Sababa’s representatives verbally indicated to representatives of Jefferies Sababa’s willingness to consider an increase of its proposal to a price of $4.75 per share, subject to satisfactory completion of due diligence, which representatives of Jefferies subsequently communicated to the Special Committee.
On January 17, 2024, the Special Committee held a meeting with representatives of Jefferies to discuss the January 16 Proposal. Representatives of Jefferies informed the Special Committee that, over the course of the Process to date, representatives of Jefferies had contacted more than sixty parties concerning their interest in a potential transaction with the Company. A total of eleven parties (including Sababa) executed non-disclosure agreements with the Company and received copies of a confidential information memorandum. Of those eleven parties (including Sababa), six parties (including Sababa) accessed the virtual data room prepared by the Company’s management in connection with the Process. However, other than Sababa, none of the eleven parties who entered into non-disclosure agreements with the Company or the six parties who accessed the virtual data room ultimately submitted an indication of interest, and the new outreach discussions following the expiration of the Exclusivity Agreement had not yielded any additional actionable interest in the Company. Representatives of Jefferies then reviewed with the Special Committee Jefferies’ updated preliminary financial analysis of the Company based on the December Projections, the Company’s share price trading history and volume, and the Company’s shareholder base, as well as a summary of the January 16 Proposal. At the conclusion of the meeting, the Special Committee agreed to meet as soon as possible with Sababa and its representatives to discuss the January 16 Proposal, including the potential to further increase the offer price.
33

TABLE OF CONTENTS

Later on January 17, 2024, members of the Special Committee and a representative of ICR, LLC, the Company’s strategic communications advisor, held a call with a representative of Notch View Management, LLC and its affiliated funds (collectively, “Notch View”). Notch View had filed on January 3, 2024 an amended Schedule 13D with the SEC disclosing beneficial ownership of approximately 5.9% of the then outstanding shares of Company Common Stock, indicating that Notch View intended to have conversations with members of the Company’s management and the Whole Earth Board regarding possible enhancement of stockholder value. The filing also included as an exhibit a letter sent by Notch View on January 3, 2024 to the Whole Earth Board and members of the Company’s management encouraging the Company to negotiate with potential acquirors in pursuit of an immediate sale of the Company. On the call, the representative of Notch View reiterated the view expressed in its letter to the Whole Earth Board and the Company’s management that the Company should pursue an immediate sale transaction and indicated a willingness to take more aggressive action if a transaction involving the Company failed to be consummated.
On January 19, 2024, members of the Special Committee and representatives of Jefferies met in-person with Sir Martin (who also invited a representative of Rhône). In the meeting, the members of the Special Committee and the representatives of Jefferies discussed the Company’s business and outlook and communicated that neither a price of $4.50 nor $4.75 per share would be supported by the Special Committee. After further discussion between the parties, Sir Martin verbally informed the members of the Special Committee that Sababa would be willing to increase its proposed purchase price to $4.875 per share and that such proposal would be its best and final offer, conditioned on a recommendation from the Special Committee to the Whole Earth Board that it approve and accept the increased proposal (the “Final Proposal”). Sir Martin further indicated that if the Final Proposal were not approved by the Whole Earth Board, Sababa would withdraw its proposal, would no longer pursue the proposed transaction and would file an amended Schedule 13D to reflect such decision, as required by the SEC rules. The members of the Special Committee in attendance indicated to the other attendees that the Special Committee would promptly meet in full to discuss the Final Proposal.
On January 20, 2024, the Special Committee held a meeting to discuss the Final Proposal and determined to recommend to the Disinterested Directors that the Special Committee proceed to negotiate definitive documentation concerning the Final Proposal.
On January 21, 2024, the Disinterested Directors held a meeting attended by representatives of DLA and Jefferies to discuss the Final Proposal. At the request of the Disinterested Directors, representatives of Jefferies reviewed with the Disinterested Directors a summary of the outreach to potentially interested bidders in the Process, Jefferies’ updated preliminary financial analysis of the Company based on the December Projections, including the Company’s share price trading history, the Company’s shareholder base, and a summary of the Final Proposal. Following discussion of the results of the Process to date, the Disinterested Directors resolved to instruct the Special Committee, representatives of Jefferies and representatives of DLA to immediately commence negotiations of the definitive documentation concerning the Final Proposal with representatives of Sababa.
On January 23, 2024, the Whole Earth Board held a regularly scheduled meeting to discuss, among other things, the Company’s fiscal year 2024 annual budget. In addition, the Whole Earth Board discussed and confirmed its intention to proceed with negotiations of the definitive documentation concerning the Final Proposal. The approved budget and related presentation materials were subsequently provided to Sababa and its representatives in the virtual data room.
On January 24, 2024, representatives of Sababa delivered electronically to the Whole Earth Board a letter memorializing the Final Proposal.
On January 25, 2024, representatives of DLA circulated electronically to representatives of GT a revised draft of the Merger Agreement. The following day, representatives of both counsels held a telephonic meeting to discuss certain material terms of the draft Merger Agreement and related transaction documents, including Sababa’s proposed financing structure, the amount of the reverse termination fee that would be payable by Sababa if the proposed transaction was not completed as a result of a financing failure, the limited guarantee to be provided by Sababa to the Company with respect to the proposed reverse termination fee, and the parties’ expense reimbursement obligations if the proposed transaction was not consummated. In particular, representatives of DLA communicated the Special Committee’s proposal that the reverse termination fee be increased from
34

TABLE OF CONTENTS

$20 million, as originally proposed by Sababa, to an amount equal to 10% of the Company’s enterprise value; that the limited guarantee be provided by Sababa and Rhône, jointly and severally; and that Sababa reimburse the Company for its transaction expenses in the event that the proposed transaction was not approved by the Company’s stockholders.
On January 28, 2024, members of the Special Committee held a telephonic meeting with representatives of DLA to discuss certain material terms in the draft Merger Agreement and related transaction documents, including the reverse termination fee amount, the structure of the limited guarantee, and the proposed expense reimbursement in the event of a failed transaction.
Between January 27, 2024 and January 31, 2024, representatives of GT and DLA held a series of telephone conversations to negotiate certain terms of the Merger Agreement requiring particular subject matter expertise.
On January 31, 2024, representatives of DLA and GT held a telephonic meeting to discuss certain material terms of the draft Merger Agreement and related transaction documents, including the size of the proposed reverse termination fee, the structure of the limited guarantee, and the parties’ expense reimbursement obligations in the event of a failed transaction. In particular, representatives of GT communicated Sababa’s proposal that the reverse termination fee be equal to $30 million, that the limited guarantee be provided by Sababa and Rhône severally (and not jointly and severally), and that neither party be required to reimburse the other party’s transaction expenses in the event the proposed transaction was not approved by the Company’s stockholders. Later the same day, representatives of GT circulated to representatives of DLA a revised draft of the Merger Agreement as well as drafts of the limited guarantee and the financing documents.
Also on January 31, 2024, the Company’s management provided the Special Committee with revised projections which incorporated the previously approved fiscal year 2024 annual budget of the Company into the December Projections (the “February Projections”) (such projections, including the February Projections, are summarized under the header “Projections” in the section of this proxy statement captioned “—Unaudited Prospective Financial Information”). The Special Committee reviewed and discussed the February Projections with Company management. The Special Committee also reviewed an updated disclosure memo provided by representatives of Jefferies describing Jefferies’previous engagements with certain affiliates of Sababa, Rhone and certain portfolio companies of Rhone, and the fees received by Jefferies in connection with such engagements, as further described in the section of this Proxy Statement titled “Opinion of Jefferies LLC”. Following these discussions, on February 2, 2024, the Special Committee approved the February Projections for Jefferies’ use in connection with its financial analyses.
On February 2, 2024, representatives of DLA and GT held a telephonic meeting to discuss open issues in the draft Merger Agreement, including the size of the reverse termination fee and other proposed remedies applicable in the event of a failed transaction. In particular, representatives of DLA communicated the Special Committee’s proposal that the reverse termination fee be equal to $45 million. DLA also proposed a cooperation agreement to be entered into between the Sababa Holders and the Company to govern certain governance matters in the event that the transaction failed to be consummated (the “Letter Agreement”).
Later that same day, the Special Committee held a meeting to review and discuss proposed revisions to the draft Merger Agreement and provided direction to DLA. Later still, a member of the Special Committee and a representative of Sababa held a telephonic meeting to discuss the proposed Letter Agreement.
On February 4, 2024, representatives of DLA sent to representatives of GT revised drafts of the Merger Agreement, the limited guarantee and the financing documents. In addition, representatives of DLA sent to representatives of GT draft agreements with respect to certain change of control and transaction bonuses that would be payable to members of the Company’s management in connection with the proposed transaction, including the proposed amount of such bonuses.
Later that same day, Sir Martin and a member of the Special Committee held a telephone conversation to discuss open issues under the draft Merger Agreement and related transaction documents, including the Letter Agreement, which primarily related to the allocation of certain transaction expenses and directors’ and officers’ liability insurance coverage.
35

TABLE OF CONTENTS

On February 5, 2024, the Special Committee, representatives of Sababa and representatives of Jefferies, Citi, DLA and GT held a telephonic meeting to discuss open issues in the draft Merger Agreement, limited guarantee and financing documents and the proposed Letter Agreement, primarily related to the allocation of certain transaction expenses and directors’ and officers’ liability insurance coverage.
On February 6, 2024, representatives of DLA sent a further revised draft of the Merger Agreement to representatives of GT. Later that same day, the Company and Parent entered into a non-disclosure agreement pursuant to which certain financial information of Parent was provided to representatives of Jefferies and DLA in connection with the Special Committee’s review of Parent’s financial ability to pay the proposed reverse termination fee under the Merger Agreement. In addition, a member of the Special Committee held telephone conversations with Sir Martin to discuss and resolve certain open items in the Merger Agreement and the proposed Letter Agreement, primarily the allocation of certain transaction expenses and directors’ and officers’ liability insurance coverage.
On February 7, 2024, representatives of GT circulated a revised draft of the Merger Agreement to representatives of DLA. The proposed changes included, among other things, a reverse termination fee of $40 million, which amount was ultimately accepted by the Special Committee.
Between February 7 and February 11, 2024, representatives of DLA and GT negotiated and exchanged several drafts of the Merger Agreement and related transaction documents.
On February 11, 2024, members of the Special Committee held a telephone conversation with a representative of Sababa (in which a representative of Rhône also participated, at the invitation of the Sababa representative) to discuss open issues in the draft Merger Agreement and related transaction documents including the treatment of certain transaction expenses and directors’ and officers’ liability insurance coverage. The parties ultimately agreed to split certain transaction expenses and to cooperate to obtain “tail” coverage of at least the same coverage and amounts as already in existence at the lowest premium available.
Between February 11, 2024 and February 12, 2024, legal counsels finalized the definitive documentation concerning the Final Proposal.
On February 12, 2024, the Special Committee held a meeting attended by representatives of Jefferies and DLA wherein the Special Committee reviewed the Merger Agreement and discussed the financial and legal terms of the proposed transaction with the representatives of DLA and Jefferies in attendance. Representatives of Jefferies reviewed with the Special Committee Jefferies’ financial analysis of the Company based on the February Projections and a summary of the Final Proposal. After further discussion, including a discussion regarding the various factors described in the section of this proxy statement captioned “—Reasons for the Merger; Recommendations of the Special Committee and the Disinterested Directors,” the Special Committee unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby were fair and in the best interests of the Company and the holders of Company Common Stock (other than Parent and its affiliates), (ii) resolved to recommend to the Whole Earth Board that the Whole Earth Board adopt resolutions approving, adopting and declaring advisable the Merger Agreement and the transactions contemplated thereby, and (iii) resolved to recommend to the Whole Earth Board that the Whole Earth Board recommend that the holders of Company Common Stock vote for the adoption of the Merger Agreement and the transactions contemplated thereby at the Special Meeting.
Immediately following the Special Committee meeting, on February 12, 2024, the Whole Earth Board held a meeting attended by representatives of Jefferies and DLA. Mr. Franklin was initially in attendance but recused himself and left the meeting promptly. Following Mr. Franklin’s recusal and departure from the meeting, the remaining members of the Whole Earth Board reviewed the Merger Agreement and discussed the financial and legal terms of the transaction with the representatives of DLA and Jefferies in attendance. Representatives of Jefferies then reviewed Jefferies’ financial analysis of the Company based on the February Projections and a summary of the Final Proposal. Thereafter, Jefferies rendered its opinion to the effect that, as of February 12, 2024 and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as described in its opinion, the Per Share Price to be received by the holders of shares of Company Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders (other than Parent, Merger Sub and their respective affiliates). The representative of Jefferies then answered questions posed by the members of the Whole Earth Board in attendance related to the financial terms of the Merger Agreement. Following this discussion, a representative of
36

TABLE OF CONTENTS

DLA answered questions from the members of the Whole Earth Board in attendance regarding the legal terms of the Merger Agreement and certain other legal matters to be considered for approval by the members of the Whole Earth Board in attendance, including the Transaction Bonus Agreements, the Change in Control and Severance Agreements, the special one-time fees payable to the Disinterested Directors and the members of the Special Committee in recognition of their efforts during the Process and the Simon Consulting Agreement. After further discussion, including a discussion regarding the various factors described in the section of this proxy statement captioned “—Reasons for the Merger; Recommendations of the Special Committee and the Disinterested Directors,” the Whole Earth Board (excluding Mr. Franklin) unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby were fair to and in the best interests of the Company and the holders of Company Common Stock (other than the Parent and its affiliates), (ii) approved and declared advisable the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, (iii) resolved to recommend that the holders of Company Common Stock vote for the adoption and approval of the Merger Agreement and the transactions contemplated thereby, (iv) approved the Transaction Bonus Agreements, (v) approved the Bonus and Severance Change in Control Agreements, (v) approved the one-time fees payable to the Disinterested Directors and the members of the Special Committee in recognition of their efforts during the Process, and (vi) with Mr. Simon abstaining, approved the Simon Consulting Agreement.
Following these meetings, on the evening of February 12, 2024, a member of the Special Committee, representatives of Sababa and representatives of DLA and GT held a telephonic meeting (in which representatives of Rhône also participated at the invitation of Sababa’s representatives) to discuss the process and timing for execution and delivery of the Merger Agreement and related transaction documents. Following such meeting, the parties executed the Merger Agreement and related definitive documentation, including the Letter Agreement, on the evening of February 12, 2024. Pursuant to the Letter Agreement, (i) the Sababa Holders agreed not to nominate any candidate for election to the Whole Earth Board, or participate in any proxy solicitation related to the election of directors, at the 2024 annual meeting of stockholders, (ii) the Company agreed to hold the 2024 and 2025 annual meetings of stockholders within the time frames set forth in the Letter Agreement, and (iii) the Sababa Holders and the Company agreed to cooperate in connection with any stockholder communications, press releases and other public announcements regarding the termination.
On February 13, 2024, prior to the open of trading on Nasdaq, the Company published a press release announcing the execution of the Merger Agreement and related documentation. Following the close of trading on Nasdaq the same day, the Company filed a Current Report on Form 8-K with the SEC disclosing, among other things, its entry into the Merger Agreement. Shortly thereafter, the Sababa Holders filed a further amended Schedule 13D to disclose Sababa’s entry into the Merger Agreement and related documentation.
Reasons for the Merger; Recommendation of the Special Committee and the Disinterested Directors
Recommendation of the Special Committee
In evaluating the Merger Agreement, the Limited Guarantee, the Equity Commitment Letter, the Debt Commitment Letter, and the transactions contemplated thereby, including the Merger, the Special Committee consulted with outside financial and legal advisors and, where appropriate, Whole Earth management. At the conclusion of its review, the Special Committee unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of Whole Earth Brands and the Unaffiliated Stockholders and (2) recommended to the Whole Earth Board that the Whole Earth Board (a) adopt resolutions approving, adopting and declaring advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, and (b) recommend that the Company’s stockholders vote for the adoption of the Merger Agreement and the Merger at the Special Meeting. In addition, the Special Committee believes that the Merger is fair to Whole Earth’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 of the Exchange Act (the “unaffiliated security holders”).
In the course of reaching its determination and making its recommendations, the Special Committee considered the following material factors, which are not presented in any relative order of importance and each of which the Special Committee viewed as being generally supportive of its determination and recommendations to the Whole Earth Board:
Process Prior to Execution of Merger Agreement. The Special Committee felt that the extensive nature of the Process, including the fact that over sixty (60) parties were contacted, 11 (including Sababa) of
37

TABLE OF CONTENTS

which entered into non-disclosure agreements with Whole Earth and six (including Sababa) of which accessed the virtual data room prepared by members of Whole Earth’s management was sufficient to identify any other viable strategic alternatives, none of which were identified. For more information on the Process, see the section of this proxy statement captioned “—Background of the Merger”.
Potential Strategic Alternatives. The assessment of the Special Committee that none of the possible alternatives to the Merger (including continuing to operate Whole Earth as an independent company or pursuing a different transaction with an as yet to be identified party, and the desirability and perceived risks of those alternatives, as well as the potential benefits and risks to the unaffiliated security holders of those alternatives and the timing and likelihood of effecting such alternatives) was reasonably likely to present superior opportunities for Whole Earth to create greater value for stockholders, taking into account execution risks as well as business, financial, industry, competitive and regulatory risks associated with any such possible alternatives.
Certainty of Value. The consideration to be received by the unaffiliated security holders in the Merger consists entirely of cash, which provides the unaffiliated security holders certainty of value and immediate liquidity at an attractive price measured against the ongoing business and financial execution risks of Whole Earth’s business plan and its continued operations as an independent company and allows the unaffiliated security holders to realize that value immediately upon the consummation of the Merger. In that regard, the Special Committee noted that the amount of cash to be received for each outstanding share of Company Common Stock is fixed and will not be reduced if the price per share of Company Common Stock declines prior to the effective time of the Merger, which would benefit the unaffiliated stockholders by protecting against potential volatility or uncertainty in the amount of consideration to be received by such stockholders if the consideration had consisted of securities or other non-cash consideration.
Value Reasonably Obtainable. The belief of the Special Committee that the Per Share Price represented Parent’s best and final offer and the best value that Whole Earth could reasonably obtain for the shares of Company Common Stock, taking into account (1) Sababa’s statements as a bidder; (2) the Special Committee’s assessment, which included advice from Jefferies that other parties did not have the interest in, or capability to, acquire Whole Earth at a higher price; and (3) the Special Committee’s familiarity with the business, operations, prospects, business strategy, assets, liabilities and general financial condition of Whole Earth on a historical and prospective basis and its assessment of associated risks, including execution risks with respect to Whole Earth’s business plan. The Special Committee believed that, after negotiations at the direction of the Special Committee and with the assistance of experienced outside legal and financial advisors, the Special Committee obtained the best terms and highest price that Sababa was willing to pay for Whole Earth, pursuant to a thorough process, and that further negotiations would have created a risk of causing Sababa to abandon the Merger altogether or materially delay the entry into definitive transaction agreements with respect to the Merger. In addition, the Special Committee believed that, measured against the execution risks regarding other potential strategic alternatives as yet to be identified, the Per Share Price reflected a fair and favorable price for the shares of Company Common Stock. The Special Committee also considered that the Per Share Price represented (1) an approximately 56% premium to the unaffected closing price of the Company Common Stock on June 23, 2023, the last full trading day prior to Sababa’s initial $4.00 per share bid; and (2) a premium of approximately 37 percent to the volume weighted average price of the Company Common Stock for the sixty (60) days ending February 12, 2024.
Loss of Opportunity. The possibility that, if the Special Committee declined to recommend that the Whole Earth Board approve the Merger Agreement, there may not be another opportunity for Whole Earth’s stockholders to receive a comparably priced offer with a comparable level of closing certainty.
Financial Condition, Results of Operations and Prospects of Whole Earth; Risks of Execution. The current, historical and projected financial condition, results of operations and business of Whole Earth, as well as Whole Earth’s prospects and risks if it were to remain an independent public company. Whole Earth’s then-current business plan, including management’s then-current estimated projections of Whole Earth’s financial prospects, as reflected in the Unaudited Prospective Financial Information. As part of its analysis of these factors, the Special Committee considered Whole Earth’s current business plan and the potential opportunities and risks that it presented against, among other things, various
38

TABLE OF CONTENTS

execution, operational and other risks to achieving the business plan and related uncertainties, including: (1) the impact of market, customer and competitive trends on Whole Earth; (2) the likelihood that the business plan could be achieved in the face of operational and execution risks, including loss of market share, customer dissatisfaction or employee attrition; and (3) general risks related to market conditions that could negatively impact our valuation or reduce the price of the Company Common Stock. In particular, the Special Committee considered the likelihood and timing of, and risks to, achieving the operational improvements, objectives and market share improvement assumptions underlying the business plan, as well as the estimated projections of Whole Earth’s financial prospects, all as described in the section of this proxy statement captioned “ – Unaudited Prospective Financial Information.”
Among the potential risks identified and analyzed by the Special Committee were consideration of (1) Whole Earth’s ability to sustain its growth and to manage infrastructure to support such growth; (2) Whole Earth’s ability to attract new customers; (3) Whole Earth’s ability to introduce new products successfully; and (4) Whole Earth’s ability to navigate the competitive industry landscape and to maintain or improve market share within its industry.
The Special Committee was also aware that the price of the Company Common Stock could be negatively impacted if Whole Earth failed to meet investor expectations, including if Whole Earth failed to meet its growth and profitability objectives.
Opinion of Jefferies LLC. The financial analysis of the Per Share Price reviewed by representatives of Jefferies with the disinterested members of the Whole Earth Board as well as the opinion of Jefferies rendered to the disinterested members of the Whole Earth Board at a meeting held on February 12, 2024, at which Mr. Franklin was initially in attendance and then recused himself, to the effect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as described in its opinion, the Per Share Price to be received by the holders of shares of Company Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders (other than Parent, Merger Sub and their respective affiliates).
Negotiations with Parent and Terms of the Merger Agreement. The terms and conditions of the Merger Agreement, which was the product of arm’s-length negotiations, including:
Whole Earth’s ability, under certain circumstances, to furnish information to, and conduct negotiations with, third parties submitting unsolicited alternative acquisition proposals.
The Special Committee’s belief that the terms of the Merger Agreement would be unlikely to deter third parties from making a Superior Proposal. The ability of the Whole Earth Board, acting upon the recommendation of the Special Committee, and the Special Committee’s ability, in each case under certain circumstances, to change, withdraw or modify the recommendation that the Company’s stockholders (including the unaffiliated security holders) vote in favor of the adoption of the Merger Agreement.
The Whole Earth Board’s ability, acting upon the recommendation of the Special Committee, under certain circumstances, to terminate the Merger Agreement to enter into a definitive agreement with respect to a Superior Proposal. In that regard, the Special Committee believed that the termination fee payable by Whole Earth in such instance in accordance with the terms of the Merger Agreement was reasonable, consistent with or below similar fees payable in comparable transactions, and not preclusive of other offers.
The remedies available to Whole Earth under the Merger Agreement in the event the Merger is not consummated, including monetary damages and the fact that the Merger Agreement provides that Parent could be liable for breaches under the Merger Agreement and responsible for payment of the Parent Termination Fee.
The terms of the Merger Agreement provide Whole Earth with sufficient operating flexibility to conduct its business in the ordinary course until the earlier of the consummation of the Merger or the termination of the Merger Agreement.
39

TABLE OF CONTENTS

Reasonable Likelihood of Consummation. The belief of the Special Committee that an acquisition by Parent has a reasonable likelihood of closing, based on, among other matters:
the limited conditions to Parent’s obligation to consummate the Merger as provided by the Merger Agreement, including the absence of a financing condition;
no anticipated substantive issues expected in connection with the required regulatory approvals and the meaningful obligation of Parent to obtain such regulatory approval;
Whole Earth’s ability to specifically enforce Parent’s obligations under the Merger Agreement in accordance with its terms and the terms of the Equity Commitment Letter (including Whole Earth’s third-party beneficiary rights to enforce NewCo’s equity commitment under the Equity Commitment Letter in accordance with its terms and the terms of the Merger Agreement) which commits NewCo to cause the equity financing to be funded if the conditions to closing in the Merger Agreement are satisfied (provided that such right is exercisable only if and to the extent the Company has the right to seek specific performance pursuant to the terms of the Merger Agreement);
Parent’s business reputation and financial resources, which provided the Special Committee comfort that the equity financing would be available.
Appraisal Rights. Eligible Whole Earth stockholders have the right to exercise their statutory appraisal rights under Section 262 of the DGCL and receive payment of the fair value of their shares of the Company Common Stock in lieu of the Per Share Price, subject to and in accordance with the terms and conditions of the Merger Agreement and Section 262 of the DGCL, unless and until any such Whole Earth stockholder fails to perfect or effectively withdraws or loses such holder’s rights to appraisal and payment under Section 262 of the DGCL.
Current and Historical Market Prices. The current and historical market prices of the Company Common Stock, including as set forth in the table under “Important Information Regarding Whole Earth Brands—Market Price of Whole Earth’s Common Stock” and “Special Factors—Opinion of Jefferies LLC” taking into account (i) the fact that the Per Share Price represents an approximately 56% premium to the unaffected closing price of the Company Common Stock on June 23, 2023, the last full trading day prior to Sababa’s initial $4.00 per share bid and the resulting share price volatility and (ii) the market performance of the Company Common Stock, independently and also relative to the capital stock of other participants in the industries in which Whole Earth operates and general market indices.
The Special Committee also considered a number of factors relating to the procedural safeguards that it believes were and are present to ensure the fairness of the Merger and to permit the Special Committee to represent effectively the interests of the Unaffiliated Stockholders and the unaffiliated security holders of Whole Earth Brands. In light of such procedural safeguards, the Special Committee did not consider it necessary to retain an unaffiliated representative to act solely on behalf of the Unaffiliated Stockholders and the unaffiliated security holders of Whole Earth for purposes of negotiating the terms of the Merger Agreement or preparing a report concerning the fairness of the Merger Agreement and the Merger. The Special Committee believes these factors support its determinations and recommendations and provide assurance of the procedural fairness of the Merger to the Unaffiliated Stockholders and the unaffiliated security holders of Whole Earth:
Independence. The Special Committee has consisted solely of Disinterested Directors that are not affiliated with, and are independent of, any of the potential counterparties to a potential acquisition of Whole Earth and were otherwise disinterested with respect to a potential acquisition of Whole Earth (including a potential acquisition of Whole Earth that has a transaction or series of transactions in which one or more significant stockholders of Whole Earth have an interest that is in addition to, and/or different from, the interests of Whole Earth’s stockholders as a whole), other than as discussed in the section of this proxy statement captioned “Special Factors—Interests of Whole Earth’s Directors and Executive Officers in the Merger”;
Prior Special Committee Action. The Whole Earth Board was not permitted to approve any potential acquisition of Whole Earth (including a potential acquisition of Whole Earth that also included a transaction or series of transactions in which one or more significant stockholders of Whole Earth had
40

TABLE OF CONTENTS

an interest that was in addition to, and/or different from, the interests of Whole Earth’s stockholders as a whole) or recommend for approval any such transactions by Whole Earth’s stockholders without a prior favorable recommendation of the transaction by the Special Committee.
Active Involvement and Oversight. The numerous meetings held by the Special Committee over an eight-month period to discuss and evaluate, among other things, the Process, and the Special Committee’s active oversight of the Process. The Special Committee was actively engaged in the Process and was provided with full access to Whole Earth management and its advisors in connection with the Process.
Full Knowledge. The Special Committee made its evaluation of a potential acquisition of Whole Earth by Parent based upon the factors discussed in this proxy statement and with the full knowledge of the interests of Parent and its affiliates.
No Obligation to Recommend. The recognition by the Special Committee that it had no obligation to recommend to the Disinterested Directors the approval of the Merger or any other transaction and had the authority to reject any proposals made.
Supermajority of the Minority Approval. The consummation of the Merger requires the affirmative vote to adopt the Merger Agreement of the holders of sixty-six and two-thirds percent of the outstanding shares of Company Common Stock held by the Unaffiliated Stockholders.
In the course of reaching its determinations and making its recommendations, the Special Committee also considered the following countervailing factors concerning the Merger Agreement and the Merger, which are not presented in any relative order of importance, and weighed such factors against those factors viewed as being generally supportive of its determination and recommendations to the Whole Earth Board, ultimately determining that such countervailing factors were outweighed by the potential benefits of the Merger Agreement and the Merger:
No Stockholder Participation in Future Growth or Earnings. The nature of the Merger as a cash transaction means that the Company’s stockholders (including the unaffiliated security holders) will not participate in Whole Earth’s future earnings or growth and will not benefit from any appreciation in value of the Surviving Corporation.
No-Shop Restrictions. The restrictions in the Merger Agreement on Whole Earth’s ability to solicit competing transactions (subject to certain exceptions to allow the Whole Earth Board, acting upon the recommendation of the Special Committee, or the Special Committee, to exercise their respective fiduciary duties and, in the case of Whole Earth Board, acting upon the recommendation of the Special Committee, to accept a superior proposal, and then only upon the payment of a termination fee by Whole Earth to Parent) and that the interests of Parent and its affiliates in the Merger would likely be considered by third parties evaluating whether to make superior proposals.
Risk Associated with Failure to Consummate the Merger. The possibility that the Merger might not be consummated, and if it is not consummated, that: (1) Whole Earth’s Disinterested Directors, management team and other employees will have expended extensive time and effort and will have experienced significant distractions from their work on behalf of Whole Earth during the pendency of the Merger; (2) Whole Earth will have incurred significant transaction and other costs; (3) Whole Earth’s continuing business relationships with customers, business partners and employees may be adversely affected, which could include the loss of key personnel; (4) the trading price of the Company Common Stock could be adversely affected; (5) the contractual and legal remedies available to Whole Earth in the event of the breach or termination of the Merger Agreement may be insufficient, costly to pursue, or both; and (6) the failure of the Merger to be consummated could result in an adverse perception among the Company’s customers, potential customers, employees and investors about Whole Earth’s prospects.
Regulatory Risks. The possibility that regulatory agencies may delay, object to, challenge or seek to enjoin the Merger, or may seek to impose terms and conditions on their approvals that are not acceptable to Parent, notwithstanding its obligations under the Merger Agreement.
41

TABLE OF CONTENTS

Impact of Interim Restrictions on Whole Earth’s Business Pending the Completion of the Merger. The restrictions on the conduct of Whole Earth’s business prior to the consummation of the Merger, which may delay or prevent us from undertaking strategic initiatives before the completion of the Merger that, absent the Merger Agreement, we might have pursued, or from taking certain actions aimed at incentivizing and retaining our employees.
Effects of the Merger Announcement. The effects of the public announcement of the Merger, including the: (1) effects on our employees, customers, operating results and stock price; (2) impact on our ability to attract and retain key management, sales and marketing, and technical personnel; and (3) potential for litigation in connection with the Merger.
Termination Fee Payable by Whole Earth. The requirement that Whole Earth pay Parent the Company Termination Fee under certain circumstances following termination of the Merger Agreement, including if Whole Earth terminates the Merger Agreement to accept a Superior Proposal or if Parent terminates the Merger Agreement because the Special Committee and/or the Disinterested Directors change their respective recommendations (as further described under “The Merger Agreement—Termination Fees and Expenses”) and the potentially discouraging impact that this termination fee could have on a third party’s interest in making a competing proposal to acquire Whole Earth.
Cap on Parent Liability. That the Merger Agreement provides that the maximum aggregate liability of Parent for breaches under the Merger Agreement will not exceed $40 million.
Taxable Consideration. The receipt of cash in exchange for shares of Company Common Stock in the Merger will be a taxable transaction for U.S. federal income tax purposes for many of the unaffiliated security holders.
Interests of Whole Earth’s Directors and Executive Officers. The interests that Whole Earth’s directors and executive officers may have in the Merger, which may be different from, or in addition to, those of the other unaffiliated security holders.
Transaction Costs. Whole Earth has incurred and will incur substantial costs in connection with the transactions contemplated by the Merger Agreement, even if the transactions are not consummated.
The Special Committee determined to undertake the Merger at this time because the Special Committee, with the assistance of outside financial and legal advisors, had conducted an extensive process to evaluate other potential strategic alternatives to undertaking the Merger, as discussed in the section of this proxy statement captioned “—Background of the Merger”. Following the conclusion of this process and the receipt of no alternative proposals, the Special Committee concluded that the uncertainties, risks and potentially negative factors relevant to the Merger Agreement and the Merger were outweighed by the potential benefits of the Merger Agreement and the Merger, such as the provision of immediate liquidity to the Company’s stockholders at an attractive price measured against the ongoing financial execution risks of the Company’s business plan and its continued operations as an independent company.
Recommendation of the Disinterested Directors
Based on the unanimous recommendation of the Special Committee and on the basis of the other factors described above, the Whole Earth Board, following the recusal of Mr. Franklin, (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of Whole Earth Brands and the Unaffiliated Stockholders, (2) approved and declared advisable the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, and (3) resolved to recommend that the Company’s stockholders vote for the adoption and approval of the Merger Agreement and the Merger at the Special Meeting.
In addition, the Disinterested Directors, on behalf of the Company, believe, based on the factors described below, that the Merger is fair to the “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act.
42

TABLE OF CONTENTS

In the course of reaching its determination and making its recommendations, the Whole Earth Board, following the recusal of Mr. Franklin, considered the following material factors and countervailing factors, which are not presented in any relative order of importance:
Determinations of the Special Committee. The Special Committee’s analysis (as to both substantive and procedural aspects of the Merger), conclusions and unanimous determination, which the Whole Earth Board, following the recusal of Mr. Franklin, adopted, that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of the Company and the Unaffiliated Stockholders; the Special Committee’s unanimous recommendation of the Disinterested Directors approval and adoption the Merger Agreement and the transactions contemplated thereby, including the Merger.
Opinion of Jefferies LLC. The financial analysis of the Per Share Price reviewed by representatives of Jefferies with the disinterested members of the Whole Earth Board as well as the opinion of Jefferies rendered to the disinterested members of the Whole Earth Board on February 12, 2024, to the effect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as described in its opinion, the Per Share Price to be received by the holders of shares of Company Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders (other than Parent, Merger Sub and their respective affiliates). In determining the terms and conditions of the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of Whole Earth Brands and the Unaffiliated Stockholders, the Whole Earth Board (with the exclusion of Mr. Franklin) expressly adopts the analysis and conclusions of Jefferies in issuing its fairness opinion as part of its considerations in making such determination.
Procedural Protections. The procedural fairness of the Merger, including that (1) it was negotiated by the Special Committee consisting solely of three Disinterested Directors that are not affiliated with any of the potential counterparties to a potential acquisition of Whole Earth and were otherwise disinterested with respect to a potential acquisition of Whole Earth (including a potential acquisition of Whole Earth that has a transaction or series of transactions in which one or more significant stockholders of the Company have an interest that is in addition to, and/or different from, the interests of Whole Earth’s stockholders as a whole), other than as discussed in the section titled “Special Factors—Interests of Whole Earth’s Directors and Executive Officers in the Merger”; and (2) the Special Committee was advised by outside legal and financial advisors;
Unaffiliated Stockholder Vote. Although consummation of the Merger does not specifically require that the Merger Agreement be adopted by Whole Earth’s “unaffiliated security holders,” as defined under Rule 13e-3 of the Exchange Act, the Merger Agreement provides that consummation of the Merger is conditioned upon Whole Earth obtaining the Unaffiliated Stockholder Vote, as required by Section 203 of the DGCL. The directors that hold shares of Company Common Stock (the “Stockholder Directors”), are considered Unaffiliated Stockholders; accordingly, the shares they beneficially own will be counted toward the Unaffiliated Stockholder Vote.
Other Factors Considered by the Special Committee. The other material factors and countervailing factors considered by the Special Committee and listed above.
The Whole Earth Board, following the recusal of Mr. Franklin, concluded that the uncertainties, risks and potentially negative factors relevant to the Merger Agreement and the Merger were outweighed by the potential benefits of the Merger Agreement and the Merger.
The foregoing discussion of the information and factors considered by the Special Committee and by the Whole Earth Board is not intended to be exhaustive and includes only the material factors considered. In light of the variety of factors considered by the Special Committee and by the Whole Earth Board and the complexity of these factors, neither the Special Committee nor the Whole Earth Board found it practicable to, and did not, quantify or otherwise assign relative weights, ranks or values to the foregoing factors in reaching their respective determinations and recommendations. Moreover, each Disinterested Director and each member of the Special Committee applied his or her own personal business judgment to the process and may have assigned different
43

TABLE OF CONTENTS

relative weights, ranks or values to the different factors, and the recommendations, determinations and approvals, where applicable, by the Special Committee and the Disinterested Directors were based upon the totality of the information presented to, and considered by, the Special Committee and the Disinterested Directors.
In the course of evaluating the Merger Agreement and the transactions contemplated thereby, including the Merger, and making the decisions, determinations and recommendations described above (as applicable), the Disinterested Directors and the Special Committee did not consider the liquidation value of Whole Earth because (1) they considered Whole Earth to be a viable, going concern; (2) they believed that liquidation sales generally result in proceeds substantially less than sales of a going concern; and (3) they considered determining a liquidation value to be impracticable given the significant execution risk involved in any breakup of Whole Earth. For the foregoing reasons, the Disinterested Directors and the Special Committee did not consider liquidation value to be a relevant factor. Further, the Disinterested Directors and the Special Committee did not consider Whole Earth’s net book value, which is an accounting concept, as a factor because they believed (1) that net book value is not a material indicator of the value of Whole Earth as a going concern but rather is indicative of historical costs and (2) net book value does not take into account the prospects of Whole Earth, market conditions, trends in the industry in which Whole Earth operates or the business risks inherent in the industry. In addition, the Disinterested Directors and the Special Committee did not view the purchase prices paid in the transactions described in the section of this proxy statement captioned “Important Information Regarding Whole Earth Brands—Transactions in Company Common Stock” to be relevant except to the extent that those prices indicated the trading price of the Company Common Stock during the applicable periods. The Disinterested Directors and the Special Committee believe that the trading price of the shares of Company Common Stock at any given time represents the best available indicator of Whole Earth’s going concern value at that time so long as the trading price at that time is not impacted by speculation regarding the likelihood of a potential transaction. In addition, the Disinterested Directors and the Special Committee implicitly considered the value of Whole Earth as a going concern by taking into account the value of Whole Earth’s current and anticipated business, financial condition, results of operations, prospects, and other forward-looking matters.
Other than as described in this proxy statement, the Whole Earth Board is not aware of any firm offer by any other person during the prior two (2) years for (1) a merger or consolidation of Whole Earth with another company; (2) the sale or transfer of all or substantially all of Whole Earth’s assets; or (3) a purchase of Whole Earth’s securities that would enable such person to exercise control of Whole Earth.
Opinion of Jefferies LLC
The Company retained Jefferies as its financial advisor in connection with a possible sale, disposition, or other business transaction involving the Company. In connection with this engagement, the Disinterested Directors requested that Jefferies evaluate the fairness, from a financial point of view, of the Per Share Price to be received by the holders of shares of Company Common Stock (other than Parent, Merger Sub and their respective affiliates) pursuant to the Merger Agreement. At a meeting of the Whole Earth Board held on February 12, 2024 (at which Mr. Franklin was initially in attendance and then recused himself), Jefferies rendered its opinion to the disinterested members of the Whole Earth Board to the effect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as described in its opinion, the Per Share Price to be received by the holders of shares of Company Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders (other than Parent, Merger Sub and their respective affiliates).
The full text of Jefferies’ opinion, which describes the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Jefferies, is attached as Annex B to this proxy statement and is incorporated herein by reference. The Company encourages you to read the opinion carefully and in its entirety. Jefferies’ opinion was provided for the use and benefit of the Disinterested Directors (in their capacity as such) in their evaluation of the Per Share Price from a financial point of view and did not address any other aspect of the Merger or any other matter. Jefferies’ opinion did not address the relative merits of the Merger or other transactions contemplated by the Merger Agreement as compared to any alternative transaction or opportunity that might be available to the Company, nor did it address the underlying business decision by the Company or the Disinterested Directors to engage in the Merger or any term, aspect or implication of any other agreement (or amendment thereto or related arrangements) entered into in connection
44

TABLE OF CONTENTS

with, or contemplated by or resulting from, the Merger or otherwise. Jefferies’ opinion did not constitute a recommendation as to how the Disinterested Directors or any holder of shares of Company Common Stock should act or vote on the Merger or any other matter. The following summary is qualified in its entirety by reference to the full text of Jefferies’ opinion.
In arriving at its opinion, Jefferies, among other things:
reviewed a draft dated February 11, 2024 of the Merger Agreement;
reviewed certain publicly available financial and other information about the Company;
reviewed certain information furnished to Jefferies by Company management and approved for Jefferies’ use by the Company, including financial forecasts and analyses, relating to the business, operations and prospects of the Company (the “Projections”) see “Special Factors—Unaudited Prospective Financial Information”;
held discussions with members of senior management of the Company concerning the matters described in the second and third bullets above;
reviewed the share trading price history and valuation multiples for the Company Common Stock and compared them with those of certain publicly traded companies that Jefferies deemed relevant;
compared the proposed financial terms of the Merger with the financial terms of certain other transactions that Jefferies deemed relevant; and
conducted such other financial studies, analyses and investigations as Jefferies deemed appropriate.
In Jefferies’ review and analysis and in rendering its opinion, with the permission of the disinterested members of the Whole Earth Board, Jefferies assumed and relied upon, but did not assume any responsibility to independently investigate or verify, the accuracy and completeness of all financial and other information that was supplied or otherwise made available to Jefferies by the Company or that was publicly available to Jefferies (including, without limitation, the information described above), or that was otherwise reviewed by Jefferies. Jefferies relied on assurances of the management of the Company that it was not aware of any facts or circumstances that would make any of the foregoing information incomplete, inaccurate or misleading. In Jefferies’ review, Jefferies did not obtain any independent evaluation or appraisal of any of the assets or liabilities (contingent, accrued, derivative, off-balance sheet or otherwise), nor did Jefferies conduct a physical inspection of any of the properties or facilities of, the Company, and Jefferies was not furnished with and assumed no responsibility to obtain, any such evaluations, appraisals or physical inspections. Jefferies did not evaluate the solvency or fair value of the Company or any other entity under any laws relating to bankruptcy, insolvency or similar matters.
With respect to the Projections provided to and reviewed by Jefferies, Jefferies noted that projecting future results of any company is inherently subject to uncertainty. However, Jefferies was advised, and Jefferies assumed, that the Projections were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of the Company as to the future financial performance of the Company and the other matters covered thereby. Jefferies expressed no opinion as to the Projections or the assumptions on which they were based.
Jefferies’ opinion was based on economic, monetary, regulatory, market and other conditions existing and which could be evaluated as of the date thereof. Jefferies expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting its opinion of which Jefferies became aware after the date thereof.
Jefferies made no independent investigation of, and Jefferies expressed no view or opinion as to, any legal, regulatory, accounting or tax matters affecting or relating to the Company, and Jefferies assumed the correctness in all respects material to its analyses and opinion of all legal, regulatory, accounting and tax advice given to the Company and the Whole Earth Board, including, without limitation, with respect to changes in, or the impact of, accounting standards or tax and other laws, regulations and governmental and legislative policies affecting the Company or the Merger and legal, regulatory, accounting and tax consequences of the terms of, and transactions contemplated by, the Merger Agreement and related documents to the Company and its stockholders. In addition, in preparing its opinion, Jefferies did not take into account any tax consequences of the transaction to any holder
45

TABLE OF CONTENTS

of Company Common Stock. Jefferies assumed that the Merger would be consummated in accordance with the terms of the Merger Agreement without waiver, modification or amendment of any term, condition or agreement and in compliance with all applicable laws, documents and other requirements and that the final form of the Merger Agreement would be substantially similar to the last draft reviewed by Jefferies. Jefferies also assumed that in the course of obtaining the necessary governmental, regulatory or third-party approvals, consents, waivers and releases for the Merger or otherwise, including with respect to any divestitures or other requirements, no delay, limitation, restriction or condition would be imposed or occur that would have an adverse effect on the Company, Parent or the contemplated benefits of the Merger or that otherwise would be material in any respect to Jefferies’ analyses or opinion.
Jefferies’ opinion did not address the relative merits of the transactions contemplated by the Merger Agreement as compared to any alternative transaction or opportunity that might be available to the Company, nor did it address the underlying business decision by the Company or the disinterested members of the Whole Earth Board to engage in the Merger or the terms of the Merger Agreement or the documents referred to therein, including the form or structure of the Merger or any term, aspect or implication of any other agreements, arrangements or understandings entered into in connection with, or contemplated by or resulting from the Merger or otherwise. Jefferies’ opinion did not constitute a recommendation as to how any holder of shares of Company Common Stock should vote on the Merger or any matter related thereto. Jefferies was not asked to address, and its opinion did not address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of the Company or any other party, other than the holders of shares of Company Common Stock (other than Parent, Merger Sub and their respective affiliates). Jefferies expressed no view or opinion as to the price at which shares of Company Common Stock would trade or otherwise be transferrable at any time. Furthermore, Jefferies did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation or other consideration payable to or to be received by any of the Company’s officers, directors or employees, or any class of such persons, in connection with the Merger relative to the Per Share Price to be received by holders of shares of Company Common Stock or otherwise. Jefferies’ opinion was authorized by the Fairness Committee of Jefferies LLC.
In connection with rendering its opinion to the disinterested members of the Whole Earth Board, Jefferies performed certain financial and comparative analyses, including those described below. The following summary is not a complete description of all analyses performed and factors considered by Jefferies in connection with its opinion. The preparation of a financial opinion is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. With respect to the selected public companies and selected transactions analysis summarized below, no company used as a comparison was identical or directly comparable to the Company. These analyses necessarily involved complex considerations and judgments concerning financing characteristics and other factors that could affect the public trading or other values of the companies concerned.
Jefferies believes that its analyses and the summary below must be considered as a whole and in context and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying Jefferies’ analyses and opinion. Jefferies did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion, but rather arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole.
The estimates of the future performance of the Company in or underlying Jefferies’ analyses are not necessarily indicative of future results or values, which may be significantly more or less favorable than those estimates. In performing its analyses, Jefferies considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company. Estimates of the financial value of companies or businesses do not purport to be appraisals or necessarily reflect the prices at which companies, businesses or securities actually may be sold or acquired. Accordingly, the estimates used in, and the implied reference ranges resulting from, any particular analysis described below are inherently subject to substantial uncertainty and should not be taken as Jefferies’ view of the actual value of the Company or its businesses or securities.
The terms of the Merger were determined through negotiations between the Special Committee and Parent, and the decision by the Company to enter into the Merger Agreement was solely that of the Whole Earth Board (excluding Mr. Franklin), acting upon the recommendation of the Special Committee. Jefferies’ opinion and
46

TABLE OF CONTENTS

financial analyses were only one of many factors considered by the Disinterested Directors in their evaluation of the Per Share Price and should not be viewed as determinative of the views of the Disinterested Directors, or Company management with respect to the Merger or the Per Share Price payable in the Merger.
Financial Analyses
The summary of the financial analyses described in this section is a summary of the material financial analyses reviewed with the Whole Earth Board (excluding Mr. Franklin) and performed by Jefferies in connection with its analyses and opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand Jefferies’ financial analyses, the tables must be read together with the text of each summary.
The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Jefferies’ financial analyses. The order in which the financial analyses summarized below appear does not necessarily reflect the relative importance or weight given to such analyses. The following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before February 9, 2024, and is not necessarily indicative of current or future market conditions.
Selected Public Companies Analysis
Jefferies reviewed publicly available financial, stock market and operating information of the Company and eleven selected publicly traded ingredients and sweeteners and mid-cap packaged foods companies that Jefferies considered generally relevant for purposes of its analysis, which are collectively referred to as the “selected companies.”
Jefferies reviewed, among other information and to the extent publicly available, enterprise values (“EVs”) of the selected companies, calculated as fully diluted equity values based on closing stock prices on February 9, 2024, plus total debt, preferred equity and non-controlling interests, minus cash and cash equivalents, as a multiple of each such company’s estimated earnings before interest, taxes, depreciation and amortization, and stock-based compensation (“EBITDA”), for the calendar years 2023 and 2024, which we refer to as CY 2023E and CY 2024E, respectively. Financial data of the selected companies were based on publicly available research analysts’ estimates, public filings and other publicly available information.
The financial data and the selected companies reviewed included the following:
Selected Public Companies Analysis
Company
EV / CY 2023E Multiple
EV / CY 2024E Multiple
Ingredients and Sweeteners
 
 
Ingredion Incorporated
7.3x
7.1x
Südzucker AG
4.3x
4.9x
Tate & Lyle PLC
7.8x
7.4x
Mid-Cap Packaged Foods
 
 
BellRing Brands, Inc.
24.3x
21.8x
B&G Foods, Inc.
9.1x
9.4x
Flowers Foods, Inc.
10.9x
10.2x
Post Holdings, Inc.
9.7x
9.6x
The Hain Celestial Group, Inc.
10.7x
9.6x
The Simply Good Foods Company
15.1x
13.8x
TreeHouse Foods, Inc.
10.5x
9.8x
Utz Brands, Inc.
16.0x
14.8x
47

TABLE OF CONTENTS

Selected Public Companies Analysis
 
EV / CY 2023E
EBITDA Multiples
EV / CY 2024E
EBITDA Multiples
Company Sector
Low
Median
High
Low
Median
High
Ingredients & Sweeteners
4.3x
7.3x
7.8x
4.9x
7.1x
7.4x
Mid-Cap Packaged Foods
9.1x
10.8x
24.3x
9.4x
10.0x
21.8x
Jefferies applied a selected range of enterprise value to estimated adjusted EBITDA multiples of 7.3x to 9.1x and 7.1x to 9.4x, based on its professional judgment and experience, to corresponding data of the Company based on the February Projections for estimated adjusted EBITDA for CY 2023E and CY 2024E, respectively, to determine ranges of implied enterprise values for the Company. Jefferies then subtracted the Company’s net debt as of September 30, 2023, as disclosed in the Company’s public filings, to calculate a range of implied equity values, and divided the result by the number of fully diluted shares of Company Common Stock outstanding to calculate a range of implied per share equity values for the Company. This analysis indicated reference ranges of implied per share equity values of $3.45 to $6.45 and $4.55 to $8.90 (each rounded to the nearest $0.05) based on estimated adjusted EBITDA for CY 2023E and CY 2024E, respectively, as compared to the Per Share Price of $4.875 per share.
No company utilized in the selected public companies analysis is identical to the Company. In evaluating the selected public companies, Jefferies made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the Company’s and Jefferies’ control.
Selected Transactions Analysis
Jefferies reviewed publicly available financial, stock market and operating information of the Company and company filings, definitive proxy statements, press releases and Wall Street research relating to sixteen historical M&A transactions, announced since September 2018, involving ingredients and sweeteners and packaged food companies that have financial and operating characteristics that Jefferies, in its professional judgment, considered generally relevant for purposes of its analysis, which are collectively referred to as the “selected transactions.”
Jefferies reviewed transaction values of the selected transactions as a multiple of such target company’s latest twelve months (“LTM”) EBITDA. Financial data of the selected transactions were based on public filings and other publicly available information. Financial data of the Company was based on the February Projections.
The multiple ranges for financial data and the selected transactions reviewed were as follows:
Selected Transactions Analysis
Date Announced
Target
Acquiror
Enterprise
Value
(in millions)
EV / LTM
EBITDA
Multiple
October 2023
Orkla Food Ingredients
Rhone
$1,380
NA
January 2023
Kerry Group plc
Irca S.p.A.
500
12.2x
January 2023
Birch Benders
(Sovos Brands, Inc.)
Hometown Food Company
$40
NA
October 2022
Denali Ingredients
Orkla Food Ingredients
$200
13.9x
June 2022
Natra S.A.
CapVest Partners LLP
$503
NA
May 2022
General Mills, Inc.
(Helper and Suddenly Salad)
Eagle Family Foods Group
(Kelso & Company)
$610
NA
April 2021
Olde Thompson
(Kainos Capital)
Olam International
(Olam Food Ingredients)
$950
11.5x
December 2020
Wholesome Sweeteners Incorporated
Whole Earth Brands, Inc.
$180
7.8x
November 2020
Swerve, L.L.C.
Whole Earth Brands, Inc.
$80
14.8x
October 2020
Crisco
(The J.M. Smucker Co.)
B&G Foods, Inc.
$550
7.9x
August 2020
Birch Benders, LLC
Sovos Brands, Inc.
$146
NA
April 2020
Pure Circle, Inc.
Ingredion Inc.
$317
NA
January 2020
Frulact S.A.
Ardian
128
NA
48

TABLE OF CONTENTS

Date Announced
Target
Acquiror
Enterprise
Value
(in millions)
EV / LTM
EBITDA
Multiple
December 2019
Merisant Co. / MAFCO Worldwide LLC
(Whole Earth Brands, Inc.)
Act II Global Acquisition Corp.
$516
8.2x
January 2019
Natra S.A.
Investindustrial VI L.P.
(World Confectionary Group S.a r.l.)
$215
5.5x
September 2018
SIS ’88 Pte.
(ED&F Man Holdings)
Mitsui Sugar Co.
(Mitsui & Co.)
$100
NA
Selected Transactions Analysis
 
EV / LTM EBITDA Multiple
Financial Metric
Low
Median
High
LTM EBITDA
5.5x
9.9x
14.8x
Note: “NA” means that LTM EBITDA figures were not available for the selected transaction. The selected transactions for which LTM EBITDA figures were not available were not included the calculation of the summary statistics above.
Jefferies applied a selected range of enterprise value to LTM EBITDA multiples derived from the selected transactions analysis of 7.8x to 9.9x, based on its professional judgment and experience, to the adjusted LTM EBITDA of the Company for the twelve months ended December 31, 2023, to determine a range of implied enterprise values for the Company. Jefferies then subtracted the Company’s net debt as of December 31, 2023, as provided by Company management, to calculate a range of implied equity values, and divided the result by the number of fully diluted shares of Company Common Stock outstanding to calculate a range of implied per share equity values. This analysis indicated a reference range of implied per share equity values of approximately $4.55 to $8.05, as compared to the Per Share Price of $4.875 per share.
No transaction utilized as a comparison in the selected transactions analysis is identical to the Merger. In evaluating the Merger, Jefferies made numerous judgments and assumptions with regard to industry performance, general business, economic, market, and financial conditions and other matters, many of which are beyond the control of the Company and Jefferies.
Discounted Cash Flow Analysis
Jefferies performed a discounted cash flow analysis of the Company by calculating the estimated present value of the stand-alone unlevered, after-tax free cash flows that the Company was forecasted to generate during the calendar years ending December 31, 2024 through December 31, 2028 based on the February Projections. The terminal values of the Company were calculated by applying a selected range of perpetuity growth rates of 2.0% to 3.0% to the Company’s estimated unlevered free cash flows for the calendar year ending December 31, 2028 (including normalized levels of capital expenditures, working capital and depreciation and amortization), based on the February Projections. The present values of the unlevered free cash flows and terminal values were then calculated using a selected discount rate range of 10.5% to 12.0%, based on an estimate of the Company’s weighted average cost of capital, to determine a range of implied enterprise values for the Company. Jefferies then subtracted the Company’s net debt as of December 31, 2023, as provided by Company management, to calculate a range of implied equity values, and divided the result by the number of fully diluted shares of Company Common Stock outstanding to calculate a range of implied per share equity values for the Company. This analysis indicated a reference range of implied per share equity values of $5.65 to $9.95 (rounded to the nearest $0.05), as compared to the Per Share Price of $4.875 per share.
Other Factors
Jefferies reviewed certain additional information that was not considered part of Jefferies’ financial analysis with respect to its opinion but was noted for informational purposes, including the following:
Discounted Cash Flow Margin Sensitivity Analysis
Jefferies performed, for informational purposes only, a discounted cash flow margin sensitivity analysis of the Company by calculating the estimated present value of the stand-alone unlevered, after-tax free cash flows that the Company was forecasted to generate during the calendar years ending December 31, 2024 through
49

TABLE OF CONTENTS

December 31, 2028, using the selected range of perpetuity growth rates and the selected discount rate range as described above under “—Discounted Cash Flow Analysis”, based on the February Projections and using a selected range of EBITDA (prior to stock-based compensation) margins of 15.0% to 18.0%, as compared to the Company’s calendar year 2023 EBITDA margin of 14.2% and the February Projections’ EBITDA margin progression from 14.2% in calendar year 2023 to 17.8% in calendar year 2028. This analysis indicated a reference range of implied per share equity values of $3.60 to $9.55 (rounded to the nearest $0.05), as compared to the Per Share Price of $4.875 per share.
Financial Buyer Analysis
Jefferies reviewed, for informational purposes only, theoretical purchase prices that could be paid by a hypothetical financial buyer in a leveraged buyout of the Company based on (i) the February Projections for the calendar years ending December 31, 2024 through December 31, 2028, (ii) estimated exit values for the Company derived by applying a selected range of EV / Adjusted EBITDA multiples of 7.5x to 9.5x to the Company’s estimated adjusted EBITDA for calendar year 2028, (iii) assumed total transaction debt of 4.5x the Company’s estimated adjusted EBITDA for CY 2023E, and (iv) required internal rates of return for the financial buyer ranging from 20.0% to 25.0%. This analysis indicated a reference range of implied per share equity values of $3.40 to $6.65, as compared to the Per Share Price of $4.875 per share.
Premiums Paid Analysis
Jefferies reviewed, for informational purposes only, the implied premiums paid in 186 selected all-cash transactions in the U.S. and Canada across all industries, with implied equity values ranging from $100 million to $500 million announced since January 2018.
The median of the premiums paid to the closing stock prices of the target companies involved in the selected transactions one trading day and thirty days prior to public announcement of such transactions, respectively, were as follows:
Illustrative Premiums Paid Analysis
 
1-day Prior
4-weeks Prior
All Industries
38%
40%
Jefferies applied the selected ranges of implied premiums set forth in the table below, based on the 25 and 75 percentile of the implied 1-day prior and 4-week prior premiums derived from the analysis of the selected transactions in all industries to the unaffected closing price of the shares of Company Common Stock one day prior and thirty days prior to June 26, 2023. This analysis indicated a range of implied per share equity values (rounded to the nearest $0.05) set forth in the table below, in each case as compared to the Per Share Price of $4.875 per share.
Illustrative Premiums Paid Analysis
 
Selected Range of
Implied Premium
Implied Per Share
Equity Value
All Industries – 1-day Prior
19% - 63%
$3.70 - $5.10
All Industries – 30-day Prior
21% - 64%
$3.45 - $4.70
Miscellaneous
The Company has agreed to pay Jefferies for its financial advisory services in connection with the Merger an aggregate fee based upon a percentage of the transaction value of the Merger, which fee is estimated as of the date of this proxy statement to be approximately $10 million, $1 million of which became payable upon delivery of Jefferies’ opinion to the disinterested members of the Whole Earth Board and the remainder of which is payable contingent upon the closing of the Merger. In addition, the Company agreed to reimburse Jefferies for expenses, including fees and expenses of counsel, incurred in connection with Jefferies’ engagement and to indemnify Jefferies and related parties against liabilities, including liabilities under federal securities laws, arising out of or in connection with the services rendered and to be rendered by Jefferies under its engagement.
50

TABLE OF CONTENTS

During the two-year period prior to the date of Jefferies’ opinion, Jefferies and its affiliates have provided financial advisory or financing services to certain affiliates of Sababa, Rhône and certain portfolio companies of Rhône for which Jefferies or its affiliates received aggregate fees of less than $6 million, less than $2 million and less than $7 million, respectively. During the two-year period prior to the date of Jefferies’ opinion, Jefferies and its affiliates have not provided financial advisory or financing services to the Company or Parent for which Jefferies or its affiliates received fees. Jefferies and its affiliates may provide financial advisory and/or financing services to the Company, Sababa, Rhône and/or their respective affiliates in the future, for which services Jefferies and its affiliates would expect to receive compensation. In the ordinary course of business, Jefferies and its affiliates may trade or hold securities or financial instruments (including loans and other obligations) of the Company, Sababa, Rhône and/or their respective affiliates for Jefferies’ own account and for the accounts of Jefferies’ customers and, accordingly, may at any time hold long or short positions in those securities.
Jefferies was selected as the Company’s financial advisor in connection with the Merger because, among other things, Jefferies is an internationally recognized investment banking firm with substantial experience in mergers and acquisition transactions and based on its familiarity with the Company’s business and industry. Jefferies is regularly engaged in the valuation of businesses and their securities in connection with mergers, acquisitions, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities and private placements.
Other Preliminary Discussion Materials
In addition to the presentation made to the Whole Earth Board (excluding Mr. Franklin) on February 12, 2024, the date on which Jefferies delivered its opinion, as described above, Jefferies made preliminary presentations to the Whole Earth Board (excluding Mr. Franklin) on January 21, 2024 and July 14, 2023, and to the Special Committee on January 17, 2024, November 4, 2023, October 16, 2023, October 24, 2023, August 2, 2023, July 10, 2023 and June 30, 2023, which are referred to as the preliminary Jefferies presentations. Copies of the preliminary Jefferies presentations that were provided by Jefferies to the Disinterested Directors and to the Special Committee, as described above, have been attached as exhibits to the Schedule 13E-3 related to the Merger. None of the preliminary Jefferies presentations, alone or together, constitutes an opinion of Jefferies with respect to the Per Share Price.
January 21, 2024 Discussion Materials
The January 21, 2024 discussion materials included an update regarding Jefferies’ outreach to potentially interested parties as of such date, and preliminary financial analyses that were substantially similar to those contained in the February 12, 2024 presentation based on the December Projections, the then-current market information and the then-current terms of the draft Merger Agreement. The preliminary selected public companies analysis, using the selected ranges of EV / Adjusted EBITDA multiples of 7.6x to 9.2x and 7.3x to 9.3x for CY 2023E and CY 2024E, respectively, indicated reference ranges of implied per share equity values of $3.90 to $6.60 and $5.40 to $9.30 (each rounded to the nearest $0.05), based on the estimated adjusted EBITDA of the Company for CY 2023E and CY 2024E, respectively. The preliminary selected public companies analysis also included a selected range of EV / Adjusted EBITDA multiples of 7.3x to 9.3x that were applied to the CY2024E Adjusted EBITDA in the Company’s draft budget, which indicated a reference range of implied per share equity values of $4.95 to $8.70 (each rounded to the nearest $0.05). The preliminary selected transactions analysis, using a selected range of EV / LTM Adjusted EBITDA multiples of 7.8x to 9.9x for CY 2023E, indicated a reference range of implied per share equity values of $4.55 to $8.05, based on the LTM adjusted EBITBA of the Company as of December 31, 2023. The preliminary discounted cash flow analysis, using the selected ranges of perpetuity growth rates and discount rates described above under “—Discounted Cash Flow Analysis”, indicated reference ranges of implied per shares equity values of approximately $6.05 to $10.40 (rounded to the nearest $0.05). The preliminary Jefferies presentation also included, for informational purposes only, a preliminary discounted cash flow margin sensitivity analysis, a preliminary financial buyer analysis, a preliminary premiums paid analysis, each as described above under “—Discounted Cash Flow Margin Sensitivity Analysis”, “—Financial Buyer Analysis” and “—Premiums Paid Analysis”, as well as an illustrative theoretical future stock price analysis, a review of Wall Street equity research analysts price targets and a review of the historical 52-week trading range of the Company Common Stock.
51

TABLE OF CONTENTS

January 17, 2024 Discussion Materials
The January 17, 2024 discussion materials included an update regarding Jefferies’ outreach to potentially interested parties as of such date, and preliminary financial analyses that were substantially similar to those contained in the January 21, 2024 presentation based on the December Projections, the then-current market information and the then-current terms of the draft Merger Agreement. The preliminary selected public companies analysis, using the selected ranges of EV / Adjusted EBITDA multiples of 7.5x to 9.4x and 7.1x to 9.4x for CY 2023E and CY 2024E, respectively, indicated reference ranges of implied per share equity values of $3.70 to $6.85 and $5.00 to $9.50 (each rounded to the nearest $0.05), based on the estimated adjusted EBITDA of the Company for CY 2023E and CY 2024E, respectively. The preliminary selected transactions analysis, using a selected range of EV / LTM Adjusted EBITDA multiples of 7.8x to 9.9x for CY 2023E, indicated a reference range of implied per share equity values of $4.40 to $7.85, based on the LTM adjusted EBITBA of the Company as of December 31, 2023. The preliminary discounted cash flow analysis, using the selected ranges of perpetuity growth rates and discount rates described above under “—Discounted Cash Flow Analysis”, indicated reference ranges of implied per shares equity values of approximately $5.95 to $10.30 (rounded to the nearest $0.05). The preliminary Jefferies presentation also included, for informational purposes only, a preliminary discounted cash flow margin sensitivity analysis, a preliminary financial buyer analysis, a preliminary premiums paid analysis, each as described above under “—Discounted Cash Flow Margin Sensitivity Analysis”, “—Financial Buyer Analysis” and “—Premiums Paid Analysis”, as well as an illustrative theoretical future stock price analysis, a review of Wall Street equity research analysts price targets and a review of the historical 52-week trading range of the Company Common Stock.
November 4, 2023 Discussion Materials
The November 4, 2023 discussion materials included an update regarding Jefferies’ outreach to potentially interested parties as of such date, and preliminary financial analyses that were substantially similar to those contained in the January 17, 2024 presentation based on the September Projections and the then-current market information. The preliminary selected public companies analysis, using the selected ranges of EV / Adjusted EBITDA multiples of 7.0x to 9.0x and 6.8x to 8.8x for CY 2023E and CY 2024E, respectively, indicated reference ranges of implied per share equity values of $2.90 to $6.15 and $4.75 to $8.65 (each rounded to the nearest $0.05), based on the estimated adjusted EBITDA of the Company for CY 2023E and CY 2024E, respectively. The preliminary selected transactions analysis, using a selected range of EV / LTM Adjusted EBITDA multiples of 7.8x to 9.8x for CY 2023E, indicated a reference range of implied per share equity values of $4.25 to $7.50, based on the estimated adjusted EBITBA of the Company for CY 2023E. The preliminary discounted cash flow analysis, using the selected ranges of perpetuity growth rates described above under “—Discounted Cash Flow Analysis”, and a selected range of discount rates of 11.0% to 12.5% indicated reference ranges of implied per shares equity values of approximately $5.00 to $8.80 (rounded to the nearest $0.05). The preliminary Jefferies presentation also included, for informational purposes only, a preliminary illustrative financial buyer analysis, a preliminary illustrative premiums paid analysis, as described above under “—Financial Buyer Analysis” and “—Premiums Paid Analysis”, as well as an illustrative theoretical future stock price analysis, a review of Wall Street equity research analysts price targets and a review of the historical 52-week trading range of the Company Common Stock.
October 24, 2023 Discussion Materials
The October 24, 2023 discussion materials included an update regarding Jefferies’ outreach to potentially interested parties as of such date.
October 16, 2023 Discussion Materials
The October 16, 2023 discussion materials included a preliminary review of potential strategic alternatives, an update regarding Jefferies’ outreach to potentially interested parties as of such date, and preliminary financial analyses that were substantially similar to those contained in the November 4, 2023 presentation based on the September Projections and the then-current market information. The preliminary selected public companies analysis, using the selected ranges of EV / Adjusted EBITDA multiples of 7.0x to 9.0x and 6.8x to 8.8x for CY 2023E and CY 2024E, respectively, indicated reference ranges of implied per share equity values of $2.90 to $6.15 and $4.75 to $8.65 (each rounded to the nearest $0.05), based on the estimated adjusted EBITDA of the Company for CY 2023E and CY 2024E, respectively. The preliminary selected transactions analysis, using a
52

TABLE OF CONTENTS

selected range of EV / LTM Adjusted EBITDA multiples of 7.8x to 9.8x for CY 2023E, indicated a reference range of implied per share equity values of $4.25 to $7.50, based on the estimated adjusted EBITBA of the Company for CY 2023E. The preliminary discounted cash flow analysis, using the selected ranges of perpetuity growth rates described above under “—Discounted Cash Flow Analysis”, and a selected range of discount rates of 11.0% to 12.5% indicated reference ranges of implied per shares equity values of approximately $5.00 to $8.80 (rounded to the nearest $0.05). The preliminary Jefferies presentation also included, for informational purposes only, a preliminary illustrative financial buyer analysis, a preliminary illustrative premiums paid analysis, as described above under “—Financial Buyer Analysis” and “—Premiums Paid Analysis”, as well as a review of Wall Street equity research analysts price targets and a review of the historical 52-week trading range of the Company Common Stock.
August 2, 2023 Discussion Materials
The August 2, 2023 discussion materials included a summary of Jefferies’ preliminary outreach to potentially interested parties as of such date, an illustrative M&A process timeline and a list of additional potentially interested parties.
July 14, 2023 Discussion Materials
The July 14, 2023 discussion materials included a preliminary summary of the Initial Proposal and an update regarding the initial discussions between representatives of Jefferies and Sababa.
July 10, 2023 Discussion Materials
The July 10, 2023 discussion materials included a preliminary summary of the Initial Proposal, a preliminary list of potentially interested parties, and preliminary selected public companies and selected transactions analyses that were substantially similar to those contained in the October 16, 2023 presentation, each based on Wall Street equity research analyst estimates for the Company and then-current market information, but which did not include any selected multiple reference ranges nor implied per share equity value ranges. The preliminary Jefferies presentation also included, for informational purposes only, a preliminary illustrative premiums paid analysis, as well as a review of Wall Street equity research analysts price targets and a review of the historical 52-week trading range of the Company Common Stock.
June 30, 2023 Discussion Materials
The June 30, 2023 discussion materials included a preliminary summary of the Initial Proposal and an overview of the businesses of Royal Oak. The preliminary Jefferies presentation also included, for informational purposes only, a review of Wall Street equity research analysts price targets, a review of the historical 52-week trading range of the Company Common Stock, and a preliminary illustrative premiums paid analysis, each based on Wall Street equity research analyst estimates for the Company and then-current market information.
Position of Mr. Franklin as to the Fairness of the Merger
Under the SEC rules governing “going-private” transactions, Mr. Franklin may be deemed to be engaged in a “going private” transaction due to his expected role as Chief Executive Officer of Parent after Closing and, therefore, is required to express his beliefs as to the fairness of the proposed Merger to the Company’s stockholders, including the unaffiliated security holders. Mr. Franklin is making the statements in this section solely for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. As described below, Mr. Franklin believes that the Merger is fair to the Company’s stockholders, including the unaffiliated security holders on the basis of the factors described under “Special Factors — Reasons for the Merger; Recommendation of the Special Committee and the Disinterested Directors.” However, the view of Mr. Franklin as to the fairness of the Merger is not intended to be, and should not be construed as, a recommendation to any Whole Earth stockholder as to how that stockholder should vote on the Merger Proposal. Mr. Franklin was not permitted to participate in the deliberations of the Special Committee or the Disinterested Directors regarding the Merger, did not receive the information received by each of the Disinterested Directors, the Special Committee or the other Purchaser Filing Parties relating to the Merger, and did not receive advice from the legal or other advisors of the Disinterested Directors, the Special Committee or the other Purchaser Filing Parties as to the fairness of the Merger. Given Mr. Franklin’s exclusion from, and lack of participation in,
53

TABLE OF CONTENTS

the Process, Mr. Franklin has not verified the accuracy or completeness of any information contained in the Schedule 13E-3 or the Proxy Statement that was supplied by either the Company or any of the Purchaser Filing Parties. As disclosed under “Special Factors — Interests of Whole Earth’s Directors and Executive Officers in the Merger,” Mr. Franklin has interests in the Merger different from those of the Company’s stockholders.
The Company’s stockholders were represented by the Disinterested Directors, which as a body and through the Special Committee, negotiated the terms and conditions of the Merger Agreement on their behalf, with the assistance of the Company’s independent legal and financial advisors and management team. The Merger was approved by the Special Committee and the Disinterested Directors. Mr. Franklin has not performed, or engaged a financial advisor to perform, an evaluation of the fairness of the Merger to the Company’s stockholders. Mr. Franklin did not participate in any aspect of the Process. Based on, among other things, the factors considered by, and the analysis and resulting conclusions of, the Special Committee and the Disinterested Directors discussed in the section of this proxy statement entitled “Special Factors — Reasons for the Merger; Recommendation of the Special Committee and the Disinterested Directors,” (which analysis and resulting conclusions Mr. Franklin expressly adopts) although Mr. Franklin was not permitted to participate in the deliberations of the Special Committee or the Disinterested Directors regarding the Merger, did not receive the information received by each of the Disinterested Directors, the Special Committee or the other Purchaser Filing Parties relating to the Merger, and did not receive advice from the legal or other advisors of the Disinterested Directors, the Special Committee or the other Purchaser Filing Parties as to the fairness of the Merger, Mr. Franklin believes that the Merger is substantively and procedurally fair to the Company’s stockholders, including the unaffiliated security holders.
Position of the Purchaser Filing Parties as to the Fairness of the Merger
Under the SEC rules governing “going-private” transactions, each Purchaser Filing Party may be deemed to be an affiliate of Whole Earth, and, therefore, required to express its belief as to the fairness of the proposed Merger to Whole Earth’s “unaffiliated security holders,” as defined under Rule 13e-3 of the Exchange Act. The Merger is a Rule 13e-3 transaction for which a Schedule 13e-3 Transaction Statement has been filed with the SEC. The Purchaser Filing Parties are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. However, the view of the Purchaser Filing Parties as to the fairness of the Merger is not intended to be and should not be construed as a recommendation to any Whole Earth stockholder as to how that stockholder should vote on the Merger Proposal. The Purchaser Filing Parties have interests in the Merger that are different from, and/or in addition to, the unaffiliated security holders of Whole Earth.
The Purchaser Filing Parties believe that the interests of the unaffiliated security holders were represented by the Special Committee, which negotiated the terms and conditions of the Merger Agreement with the assistance of legal counsel and financial advisors. The Purchaser Filing Parties did not participate in the deliberation of the Special Committee regarding, nor received advice from the respective legal counsel or other advisors of the Special Committee as to, the fairness of the Merger. The Purchaser Filing Parties have not performed, or engaged a financial advisor to perform, any valuation or other analysis for the purposes of assessing the fairness of the Merger to the unaffiliated security holders of Whole Earth. Based on, among other things, their knowledge and analysis of available information regarding Whole Earth, as well as discussions with Whole Earth’s senior management regarding Whole Earth and its business and the factors considered by, and the analysis and resulting conclusions of, the Whole Earth Board and the Special Committee discussed in the section of this proxy statement entitled “Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Whole Earth Board” (which analysis and resulting conclusions the Purchaser Filing Parties adopt), the Purchaser Filings Parties believe that the Merger is substantively fair to the unaffiliated security holders of Whole Earth. In particular, the Purchaser Filing Parties considered the following:
the fact that the Special Committee unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, Whole Earth and the Unaffiliated Stockholders and, accordingly, Whole Earth’s unaffiliated security holders, as defined in Rule 13e-3 under the Exchange Act;
the fact that the Whole Earth Board following the recusal of Mr. Franklin, acting in reliance upon the recommendation of the Special Committee, determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, Whole Earth and the Unaffiliated Stockholders and, accordingly, Whole Earth’s unaffiliated security holders;
54

TABLE OF CONTENTS

the members of the Special Committee consisted solely of Disinterested Directors that are not affiliated with, and are independent of, any of the Purchaser Filing Parties and were otherwise disinterested with respect to a potential acquisition of Whole Earth, and do not have any interests in the Merger different from, or in addition to, those of the unaffiliated security holders, other than (i) the members’ receipt of compensation for Whole Earth Board service and Special Committee compensation (which is not contingent upon the completion of the Merger or the Special Committee’s or the Whole Earth Board’s recommendation and/or authorization and approval of the Merger) and their indemnification and liability insurance rights under their respective indemnification agreement entered into with Whole Earth and in connection with the Merger Agreement, (ii) the consulting agreement between Irwin D. Simon and Parent pursuant to which he agreed to provide certain transitional services with respect to the business of the Company following the Effective Time for a term of six months commencing on the Closing for which he is to receive a consulting fee of $1.4 million, which will be paid in a single lump sum on the Closing Date, and (iii) certain executive officers will be entitled to a cash bonus contingent upon the closing of a change in control of Whole Earth;
the fact that the Per Share Price will be paid to the unaffiliated security holders in all cash, thus allowing the unaffiliated security holders of Whole Earth to immediately realize a certain and fair value for their shares, which value represents a 56% premium to the unaffected closing price of the Company Common Stock on June 23, 2023, the last full trading day prior to Sababa’s initial $4.00 per share bid, and a 37% premium to the 60-day volume weighted average price of the Company Common Stock as of February 12, 2024;
the fact that the Merger will provide liquidity for the unaffiliated security holders of Whole Earth without the delays that would otherwise be necessary in order to liquidate the positions of larger holders, and without incurring brokerage and other costs typically associated with market sales;
the fact that the Merger is not conditioned on any financing being obtained by Parent, increasing the likelihood that the Merger will be consummated and that the consideration to be paid to the unaffiliated security holders of Whole Earth in the Merger will be received; and
the fact that Whole Earth has the ability to seek specific performance under the Merger Agreement to prevent breaches of the Merger Agreement and to specifically enforce the terms of the Merger Agreement.
The Purchaser Filing Parties did not establish, and did not consider, a going concern value for Whole Earth as a public company to determine the fairness of the Merger consideration to unaffiliated security holders because, following the Merger, Whole Earth will have a significantly different capital structure.
Other than to the extent known to the Purchaser Filing Parties as disclosed in the section of this proxy statement captioned “—Background of the Merger”, the Purchaser Filing Parties were not aware of, and thus did not consider, any other firm offers made by any unaffiliated person during the past two (2) years for (i) a merger or consolidation of Whole Earth with another company, (ii) the sale or transfer of all or substantially all of Whole Earth’s assets or (iii) the purchase of all or a substantial portion of the shares that would enable such person to exercise control of or significant influence over Whole Earth.
The Purchaser Filing Parties did not receive any reports, opinions or appraisals from any outside party materially related to the fairness of the Merger or the Merger consideration, and thus did not consider any such reports, opinions or appraisals in determining the substantive and procedural fairness of the Merger to unaffiliated security holders.
The Purchaser Filing Parties further believe that the Merger is procedurally fair to the unaffiliated security holders of Whole Earth based upon, among other things, the following factors, which are not listed in any relative order of importance:
the fact that the Special Committee and the Whole Earth Board were fully informed about the extent to which the interests of the Purchaser Filing Parties in the Merger differed from those of the unaffiliated security holders of Whole Earth;
55

TABLE OF CONTENTS

the fact that consideration and negotiation of the Merger Agreement were conducted under the control and supervision of the Special Committee, which consists solely of Disinterested Directors, each of whom is an outside, non-employee director not affiliated with any of the Purchaser Filing Parties;
the fact that, in considering the transaction with the Purchaser Filing Parties, the Special Committee acted solely to represent the interests of the unaffiliated security holders, and the Special Committee had independent control of the extensive negotiations with the members of the Purchaser Filing Parties and their respective advisors on behalf of the unaffiliated security holders;
the fact that the Special Committee had the benefit of advice from nationally recognized legal counsel;
the fact that the Disinterested Directors had the benefit of advice from nationally recognized legal and financial advisors;
the fact that the Merger consideration, and the terms and conditions of the Merger were the result of the Special Committee’s extensive arm’s length negotiations with Parent;
the fact that the Special Committee had the full power and authority to negotiate the terms and conditions of any strategic transaction involving Whole Earth (including the Merger), including to reject any proposals made by Parent or any other person;
the fact that the closing of the Merger is conditioned on Whole Earth’s receipt of the requisite Whole Earth stockholder approvals, including the affirmative vote of the holders of 66 2/3% of the outstanding shares of Company Common Stock held by the Unaffiliated Stockholders to adopt the Merger Agreement;
Whole Earth’s ability, under certain circumstances as set out in the Merger Agreement, to provide information to, or participate in discussions or negotiations with, third parties regarding any Takeover Proposal that constitutes, or is reasonably likely to lead to, a Superior Proposal;
Whole Earth’s ability, under certain circumstances as set out in the Merger Agreement, to terminate the Merger Agreement to enter into a definitive agreement related to a Superior Proposal, subject to paying Parent a termination fee of $20,000,000 in cash, subject to and in accordance with the terms and conditions of the Merger Agreement;
the recognition by the Special Committee that it had no obligation to recommend to the Whole Earth Board that it approve the Merger Agreement, and the recognition by the Whole Earth Board that it had no obligation to approve the Merger Agreement;
the fact that the Whole Earth Board (following the recusal of Mr. Franklin) concluded that the potential benefits of the Merger Agreement and the Merger outweighed the uncertainties, risks and potentially negative factors and determined that the Merger Agreement and the transaction contemplated thereby, including the Merger, were fair to, and in the best interests of, Whole Earth and the Unaffiliated Stockholders;
the fact that, in certain circumstances under the terms of the Merger Agreement, the Whole Earth Board is able to change, withhold, withdraw, qualify or modify its recommendation that Whole Earth stockholders vote in favor of the proposal to adopt the Merger Agreement; and
the availability of appraisal rights to Whole Earth’s stockholders who comply with all of the required procedures under Delaware law for exercising appraisal rights, which allow such holders to seek appraisal of the fair value of their shares.
The Purchaser Filing Parties also considered a variety of risks and other countervailing factors related to the substantive and procedural fairness of the proposed Merger, including:
(1) the fact that the unaffiliated security holders of Whole Earth will not participate in any future earnings, appreciation in value or growth of Whole Earth’s business and will not benefit from any potential sale of Whole Earth or its assets to a third party in the future and (2) the risk that the Merger might not be completed in a timely manner or at all;
56

TABLE OF CONTENTS

the restrictions on the conduct of Whole Earth’s business prior to the completion of the Merger set forth in the Merger Agreement, which may delay or prevent Whole Earth from undertaking business opportunities that may arise and certain other actions it might otherwise take with respect to the operations of Whole Earth pending completion of the Merger;
the negative effect that the pendency of the Merger, or a failure to complete the Merger, could potentially have on Whole Earth’s business and relationships with its employees, vendors and customers;
subject to the terms and conditions of the Merger Agreement, Whole Earth and its subsidiaries are restricted from soliciting, proposing, initiating or knowingly encouraging the submission of acquisition proposals from third parties or the making of any inquiry, proposal or offer that would reasonably be expected to lead to a Takeover Proposal;
the possibility that the amounts that may be payable by Whole Earth upon the termination of the Merger Agreement, including payment to Parent of the Company Termination Fee, and the processes required to terminate the Merger Agreement, including the opportunity for Parent to negotiate to make adjustments to the Merger Agreement, could discourage other potential acquirors from making a competing bid to acquire Whole Earth; and
the fact that the receipt of cash by a U.S. Holder in exchange for shares of Company Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes.
The foregoing discussion of the information and factors considered and given weight by the Purchaser Filing Parties in connection with the fairness of the Merger is not intended to be exhaustive but is believed to include all material factors considered by them. The Purchaser Filing Parties did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their conclusion as to the fairness of the Merger. Rather, the Purchaser Filing Parties reached their position as to the fairness of the Merger after considering all of the foregoing as a whole.
The Purchaser Filing Parties believe these factors provide a reasonable basis upon which to form their position regarding the fairness of the Merger to the unaffiliated security holders of Whole Earth. This position, however, is not intended to be and should not be construed as a recommendation to any Whole Earth stockholder to approve the Merger Agreement. The Purchaser Filing Parties make no recommendation as to how stockholders of Whole Earth should vote their shares relating to the Merger. The Purchaser Filing Parties attempted to negotiate the terms of a transaction that would be most favorable to them, and not to the unaffiliated security holders of Whole Earth, and, accordingly, did not negotiate the Merger Agreement with a goal of obtaining terms that were fair to the unaffiliated security holders of Whole Earth.
Discussion Materials of Citigroup Global Markets Inc. Provided to Sababa
Sababa engaged Citi as its financial advisor in connection with the Merger. Citi was not requested to, and did not, render an opinion to any party in connection with the Merger. Citi provided Sababa, for informational purposes, with illustrative discussion materials in June 2023 and October 2023. The materials provided by Citi were provided to facilitate discussions between the parties. Further, such materials were preliminary in nature and were provided prior to the date of Citi’s engagement letter (January 10, 2024) providing for Citi’s retention to act as Sababa’s financial advisor. While the Purchaser Filing Parties did not rely on these materials in making its decision in February 2024 to proceed with the Merger, summaries of these materials are provided below.
Copies of these illustrative discussion materials are also attached as exhibits to the Schedule 13E-3 of which this proxy statement forms a part. None of these illustrative discussion materials, alone or together, constitute, or form the basis of, an opinion of Citi with respect to the Merger consideration, and the illustrative financial analyses therein were based on economic, monetary, market and other conditions as in effect on, and the information made available to Citi as of, the dates of the respective materials.
The description of Citi’s discussion materials contained in this proxy statement is qualified in its entirety by reference to the full materials attached as exhibits to the Schedule 13E-3 of which this proxy statement forms a part. Citi expressed no view as to, and its materials did not address, the underlying business decision of the Purchaser Filing Parties to effect or enter into the Merger, the relative merits of the Merger as compared to any alternative business strategies that might exist for Sababa or the effect of any other merger which Sababa or any
57

TABLE OF CONTENTS

other party might engage in or consider. Citi’s illustrative discussion materials were not intended to be and do not constitute a recommendation as to how Sababa or any securityholder of any party should vote or act on any matters relating to the Merger or otherwise.
Citi acted as financial advisor to Sababa in connection with the Merger and will receive a fee of $3 million for such services payable upon the consummation of the Merger. In addition, Citi assisted Parent or one of its affiliates as a capital markets advisor with respect to private credit financing obtained by Parent to finance the Merger, and expects to receive compensation for such services (currently estimated to range from $2.5 million to $3.5 million) upon consummation of the financing. Sababa agreed to reimburse Citi for its expenses, including fees and expenses of counsel, incurred in connection with its engagement. In addition, Sababa agreed to indemnify Citi and related parties against certain liabilities, including liabilities under the federal securities laws, relating to or arising out of Citi’s engagement. Citi or one of its affiliates engaged in the commercial lending business is a lender in one or more credit facilities of Royal Oak and its affiliates. In the ordinary course of its business, Citi and its affiliates may actively trade or hold the securities of Whole Earth.
In preparing its preliminary analyses, Citi assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citi and upon the assurances of the management of Sababa that they were not aware of any relevant information that has been omitted or that remains undisclosed to Citi. With respect to financial forecasts and other information and data relating to the Merger and the transaction parties reviewed by or discussed with Citi, Citi assumed, with Sababa’s consent, that such forecasts and other information and data reflected reasonable estimates to use in its financial analyses. Citi expressed no opinion as to financial projections and other information or data (or the underlying assumptions on which any such financial projections and other information or data are based).
Citi did not express any view or opinion with respect to accounting, tax, regulatory, legal or similar matters, including, without limitation, as to tax or other consequences of the Merger or otherwise or changes in, or the impact of, accounting standards or tax and other laws, regulations and governmental and legislative policies affecting the Merger (including the contemplated benefits thereof) or the transaction parties, and Citi relied, with Sababa’s consent, upon the assessments of representatives of Sababa as to such matters. Citi had not made or been provided with an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of any of the transaction parties, nor had Citi made any physical inspection of the properties or assets of any of the transaction parties. Citi did not evaluate the solvency or fair value of any of the transaction parties under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Citi expressed no view or opinion as to the potential impact on any of the transaction parties of any actual or potential litigation, claims or governmental, regulatory or other proceedings, enforcement actions, consent or other orders or investigations.
Citi expressed no view as to the underlying business decision of Sababa to effect or enter into the Merger, the relative merits of the Merger as compared to any alternative business strategies that might exist for Sababa or the effect of any other transaction which Sababa might engage in or consider. Citi expressed no view as to the fairness (financial or otherwise) of the amount or nature or any other aspect of any compensation or other consideration to any officers, directors or employees of any parties to the transaction, or any class of such persons, relative to the Merger consideration or otherwise. Citi’s materials were necessarily based upon information available to Citi, and financial, stock market and other conditions and circumstances existing, as of the respective dates thereof. Although developments occurring or coming to Citi’s attention after the date of such materials may affect Citi’s analyses, Citi had no obligation to update, revise or reaffirm its analyses.
Citi performed a variety of financial and comparative analyses, including those described below. The summary of the analyses below is not a complete description of Citi’s analyses and factors considered in connection therewith. Citi believes that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying such analyses.
No company, business or transaction used in Citi’s analyses for comparative purposes is identical to any of the transaction parties. The reference ranges indicated by Citi’s financial analyses are illustrative and not necessarily indicative of actual values nor predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets,
58

TABLE OF CONTENTS

businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of Citi and the transaction parties. Much of the information used in, and accordingly the results of, Citi’s analyses are inherently subject to substantial uncertainty.
Citi was selected by Sababa to act as its financial advisor based on Citi’s qualifications, experience and reputation. Citi was not requested to, and it did not, render any opinion regarding the Merger or the Merger consideration, recommend or determine the specific consideration payable in the Merger or opine that any specific consideration constituted the only appropriate consideration for the Merger. The type and amount of consideration payable in the Merger were determined through negotiations between the transaction parties and the decision of Sababa to enter into the Merger Agreement was solely that of Sababa.
Summary of June 2023 Discussion Materials of Citi
The following is a summary of the principal analyses reviewed in Citi’s June 2023 illustrative discussion materials. The following summary is not a complete description of the financial analyses performed and factors considered by Citi in preparing the materials, nor does the order of analyses described represent the relative importance or weight given to those analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before June 19, 2023. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Citi, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole. Assessing any portion of such analyses and of the factors reviewed, without considering all analyses and factors, could create a misleading or incomplete view of the materials. Furthermore, mathematical analysis is not in itself a meaningful method of using the data referred to below.
Selected Public Companies Analysis
Citi performed selected public companies analyses regarding Whole Earth for which Citi reviewed certain financial and stock market information relating to Whole Earth and the selected publicly traded companies listed below that Citi deemed comparable to Whole Earth in one or more respects. In these analyses, Citi considered two categories of companies: Mid-Cap Branded Foods companies and Ingredients companies.
For Whole Earth and the selected companies noted below, Citi considered, among other things, the ratio of firm value (defined as market capitalization plus net debt, preferred equity and minority interests) to 2023 and 2024 estimated EBITDA (calculated as earnings before interest, taxes, depreciation, and amortization) based on publicly available research consensus estimates.
The selected companies considered by Citi for its analysis of Whole Earth and the applicable multiples were:
Selected Companies (Mid-Cap Branded Foods)
Firm Value / 2023E EBITDA
Firm Value / 2024E EBITDA
Utz Brands Inc.
21.5x
20.2x
J&J Snack Foods Corp.
17.5x
14.3x
Sovos Brands, Inc.
16.5x
15.1x
Simply Good Foods Co.
16.1x
14.7x
Hostess Brands, Inc.
13.6x
12.8x
Flowers Foods Inc.
12.6x
11.8x
SunOpta Inc.
12.0x
10.0x
Hain Celestial Group Inc.
11.0x
9.8x
B&G Foods, Inc.
10.2x
9.8x
Post Holdings Inc.
10.2x
9.9x
 
 
 
59

TABLE OF CONTENTS

Selected Companies (Ingredients)
 
 
Kerry Group plc
14.9x
13.6x
Sensient Technologies Corp.
14.3x
13.6x
International Flavors & Fragrances Inc.
13.5x
12.1x
Corbion N.V.
10.5x
9.5x
Tate & Lyle plc
9.7x
9.0x
Ingredion Incorporated
8.0x
7.5x
Darling Ingredients Inc.
6.9x
6.5x
Citi noted that, based on market data as of June 19, 2023, the median Firm Value to 2023E and 2024E EBITDA multiples for the Mid-Cap Branded Foods selected companies were 13.1x and 12.3x, respectively. Citi noted that, based on market data as of June 19, 2023, the median Firm Value to 2023E and 2024E EBITDA multiples for the Ingredients selected companies were 10.5x and 9.5x, respectively. Citi also noted that the Firm Value to 2023E and 2024E EBITDA multiples for Whole Earth were 7.1x and 6.5x, respectively. Based on the application of its professional judgment and experience, Citi applied the multiple range of 7.0x to 9.0x to Whole Earth’s then estimated 2023E EBITDA (based on research consensus estimates) and the multiple range of 6.5x to 8.5x to Whole Earth’s then estimated 2024E EBITDA (based on research consensus estimates). This analysis indicated approximate implied per share equity value reference ranges for Whole Earth of $2.95 to $6.40 (based on 2023E EBITDA multiple) and $3.10 to $6.85 (based on 2024E EBITDA multiple).
Selected Precedent Transactions Analysis
Citi performed a selected precedent transactions analysis regarding Whole Earth, which is designed to derive an implied value of a company based on publicly available financial terms for selected transactions. In connection with its analysis, Citi reviewed publicly available financial data for certain transactions since 2016 involving targets deemed comparable in one or more respects.
The selected transactions and the applicable multiples were:
Date Announced
Target
Acquiror
Transaction Value
(In millions)
Transaction Value /
Forward EBITDA
July 2016
Hostess Brands
The Gores Group
$2,300
10.5x
September 2016
ACH Food Companies, Inc.
(spices business)
B&G Foods, Inc.
$365
9.4x
April 2017
Atkins Nutritionals Inc.
Conyers Park Acquisition Corp.
$856
11.6x
August 2017
Back to Nature Foods Company
B&G Foods, Inc.
$163
9.6x
December 2017
Unilever plc (spreads)
KKR
$8,040
10.0x(1)
November 2018
Schwan’s Co.
CJ CheilJedang Corp.
$1,840
8.0x
April 2019
Kellogg Company (cookies)
The Ferrero Group
$1,300
9.0x(1)
December 2019
Voortman Cookies Limited
Hostess Brands
$320
16.0x
December 2019
Whole Earth Brands (Merisant Co. and MAFCO Worldwide)
Act II Global Acquisition Corp.
$575
9.1x(1)
November 2020
Swerve
Whole Earth Brands, Inc.
$80
14.8x
December 2020
Wholesome Sweeteners
Whole Earth Brands, Inc.
$180
7.8x
November 2021
Unilever plc (tea)
CVC Capital Partners
$5,000
12.0x
August 2022
TreeHouse Foods
Investindustrial
$950
13.6x
(1)
Multiple based on EBITDA for the last twelve months prior to announcement of transaction.
The financial data reviewed by Citi included the implied transaction value as a multiple of EBITDA for the twelve months following the announcement of the transaction, or Forward EBITDA (or if an estimate of Forward EBITDA was not publicly available, a multiple of EBITDA for the twelve months preceding the announcement of the transaction). Citi noted that the median transaction value to Forward EBITDA multiple for the selected transactions was 10.0x. Based on the application of its professional judgment and experience, Citi applied the multiple range of 8.0x to 10.0x to Whole Earth’s then expected 2023E EBITDA (based on based on research consensus estimates). This analysis indicated an approximate implied per share equity value reference range for Whole Earth of $4.70 to $8.15.
60

TABLE OF CONTENTS

Discounted Cash Flow Analysis
Citi performed a discounted cash flow analysis for Whole Earth by calculating the estimated present value (as of December 31, 2023) of the standalone unlevered free cash flows that Whole Earth was forecasted to generate during the fiscal years ending December 31, 2024 through December 31, 2028 based on research consensus estimates as extrapolated based on discussions with Sababa. Based on its judgment and experience, Citi applied a multiple range of 6.5x to 8.5x to Whole Earth’s 2028E EBITDA to derive an estimated terminal value. The present values (as of December 31, 2023) of the cash flows and implied terminal values were then calculated using a selected range of discount rates of 12.5 % to 14.5%. This analysis indicated an approximate implied per share equity value reference range for Whole Earth of $2.75 to $6.25 (and $3.25 to $6.80 were the Merger able to generate run-rate synergies of $20 million, as estimated by Sababa).
Historical Trading Prices
Citi reviewed the historical trading range of the Company Common Stock for the 52-week period through June 19, 2023. Citi noted that the low and high intraday prices for Company Common Stock were as follows:
Subject
Low
High
Whole Earth common stock
$2.09
$6.74
Equity Research
Whole Earth - Citi reviewed sell-side analyst price targets for shares of Company Common Stock published by seven equity research analysts during the time period from March 2023 through May 2023. These targets generally reflect each analyst’s estimate of the 12-month future public market trading price per share of Company Common Stock and were not discounted to reflect present values. The range of undiscounted price targets for shares of Company Common Stock was $5.00 per share to $10.00 per share. The price targets published by equity research analysts do not necessarily reflect current market trading prices for shares of Company Common Stock and these estimates are subject to uncertainties, including the future financial performance of Whole Earth and future financial market conditions.
Illustrative Sponsor Ability to Pay Analysis
Citi considered the potential offer prices per share of Company Common Stock that a sponsor could pay and achieve a return on investment ranging from 15% to 25%, assuming, among other things, projections for Whole Earth based on research consensus estimates as extrapolated based on discussions with Sababa, run-rate synergies of $20 million, as estimated by Sababa, exit Adjusted EBITDA multiples ranging from 6.5x to 8.5x and certain debt-related assumptions. This analysis indicated an approximate range of per share offer prices for Whole Earth of $2.10 to $7.70.
Summary of October 2023 Discussion Materials of Citi
Citi’s October 2023 discussion materials included a review of the September Projections provided by Whole Earth and an alternative scenario reflecting a sensitivity analysis to the September Projections made by Citi after discussions with Sababa (including, among others, a reduction in the compound average growth rate over the forecast period from 4.8% to 4.0% for total revenue and a reduction in Adjusted EBITDA margins through the forecast period to 14%), along with a discussion of hypothetical returns applying various financial assumptions, including with respect to (among other things) purchase price per share, investment exit assumptions, required debt amount and required equity contribution. The September Projections are summarized under “—Unaudited Prospective Financial Information”.
Plans for Whole Earth After the Merger
At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time will become the initial directors of the Surviving Corporation, and the officers of Whole Earth immediately prior to the Effective Time will become the officers of the Surviving Corporation, in each case until their successor is duly elected or appointed and qualified or until the earlier of his or her death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation and the DGCL. At the Effective Time, the certificate of incorporation of Whole Earth as the Surviving Corporation will be amended and restated in its
61

TABLE OF CONTENTS

entirety to read as set forth on Exhibit A to the Merger Agreement, and the bylaws of Whole Earth, as in effect immediately prior to the Effective Time, will become the bylaws of the Surviving Corporation, until thereafter amended in accordance with the applicable provisions of the surviving company’s certificate of incorporation and bylaws and applicable laws.
The Purchaser Filing Parties currently anticipate that Whole Earth’s operations initially will be conducted following completion of the Merger substantially as they are currently being conducted (except that Whole Earth will cease to be a public company and will instead be a wholly owned subsidiary of Parent). The Purchaser Filing Parties are currently conducting a review of Whole Earth and its business and operations with a view towards determining how to redirect Whole Earth’s operations to improve Whole Earth’s long-term earnings potential as a private company and expect to complete such review following completion of the Merger. The Purchaser Filing Parties plan to combine Whole Earth with Royal Oak if, upon the completion of such review, the Purchaser Filing Parties deem such combination to be in the best interests of Whole Earth and Royal Oak. Although presently there are no definitive contracts, arrangements, plans, proposals, commitments or understandings regarding any such transactions, the Purchaser Filing Parties and certain of their affiliates may seek, from and after the Effective Time, to acquire target companies or assets that operate in Whole Earth’s industry.
Further, following completion of the Merger, the Purchaser Filing Parties will continue to assess Whole Earth’s assets, corporate and capital structure, capitalization, operations, business, properties and personnel to determine what additional changes, if any, would be desirable following the Merger to enhance the business and operations of Whole Earth
Certain Effects of the Merger
If the Requisite Stockholder Approval is obtained and all other conditions to Closing are satisfied or waived, upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL and DLLCA, at the Effective Time, (1) Merger Sub will merge with and into Whole Earth, (2) the separate existence of Merger Sub will cease, and (3) Whole Earth will continue as the Surviving Corporation in the Merger and a wholly owned subsidiary of Parent. As a result of the Merger, Whole Earth will cease to be a publicly traded company, the Company Common Stock and Company Warrants will be delisted from Nasdaq and deregistered under the Exchange Act and Whole Earth will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of capital stock of the Surviving Corporation.
The Effective Time will occur upon the filing of a Certificate of Merger with, and acceptance of that certificate by, the Secretary of State of the State of Delaware (or at a later time as Whole Earth, Parent and Merger Sub may agree and specify in such Certificate of Merger).
Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time:
each share of Company Common Stock outstanding immediately prior to the Effective Time (other than shares owned by the Company or any of the Company’s wholly owned subsidiaries, the Owned Shares or Dissenting Shares) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to the Per Share Price, without interest thereon;
each Company Warrant will automatically cease to represent a warrant to purchase shares of Company Common Stock and instead represent a right by the holder upon any subsequent exercise of such warrant to receive the amount of cash receivable at the Effective Time that the holder of the Warrants would have received if such holder had exercised his, her or its warrant(s) immediately prior to the Effective Time, provided that if the holder of such warrant properly exercises such warrant within thirty (30) days following the public disclosure of the consummation of the Merger in a Current Report on Form 8-K, the exercise price of such warrant will be reduced by an amount equal to the difference (but in no event less than zero) of (i) the exercise price of such warrant in effect prior to such reduction minus (ii) (A) the Per Share Price minus (B) the Black-Scholes value of such warrant (determined in accordance with the Warrant Agreement);
each share of Company Common Stock subject to a restricted stock award will become immediately fully vested (and subject to any applicable tax withholding on such acceleration) and treated as a share of Company Common Stock issued and outstanding immediately prior to the Effective Time;
62

TABLE OF CONTENTS

each restricted stock unit award with respect to shares of Company Common Stock will become fully vested and, after giving effect to such vesting, automatically be cancelled and converted into the right to receive an amount in cash (less any applicable tax withholding) equal to (A) the total number of shares of Company Common Stock underlying such award, multiplied by (B) the Per Share Price; and
each performance-based restricted stock unit award with respect to shares of Company Common Stock will become fully vested as to the number of shares of Company Common Stock subject to such award that would vest based on target level achievement of all performance targets (without application of any modifier) and, after giving effect to such vesting, automatically be cancelled and converted into the right to receive an amount in cash (less any applicable tax withholding) equal to (Y) the target number of shares of Company Common Stock underlying such award, multiplied by (Z) the Per Share Price.
At or prior to the Closing, a sufficient amount of cash will be deposited with the Payment Agent to pay the aggregate Per Share Price. Once a stockholder has provided the Payment Agent with his, her or its stock certificates (or an affidavit of loss in lieu of a stock certificate) or customary agent’s message (or such other evidence of transfer as the Payment Agent may reasonably request) with respect to book-entry shares, appropriate letter of transmittal and other items specified by the Payment Agent, then the Payment Agent will pay the stockholder the appropriate portion of the aggregate Per Share Price. For more information, see the section of this proxy statement captioned “The Merger Agreement—Exchange and Payment Procedures.”
Following the Merger, all of the equity interests in the Surviving Corporation will be owned, indirectly through Parent, by the Purchaser Filing Parties and their affiliates. If the Merger is consummated, Parent will be the sole beneficiary of Whole Earth’s future earnings and growth, if any, and will be entitled to vote on corporate matters affecting Whole Earth following the Merger. Similarly, Parent will also bear the risks of ongoing operations, including the risks of any decrease in Whole Earth’s value after the Merger. In connection with the Merger, certain members of Whole Earth’s management will receive benefits and be subject to obligations that are different from, or in addition to, the benefits and obligations of Whole Earth’s stockholders generally, as described in more detail under “—Interests of Whole Earth’s Directors and Executive Officers in the Merger.
Benefits of the Merger for the Unaffiliated Security Holders
The primary benefit of the Merger to the “unaffiliated security holders,” as defined in Rule 13e-3 of the Exchange Act, will be their right to receive the Per Share Price for each share of Company Common Stock held by such stockholders as described above. This amount constitutes an approximately 56% premium to the unaffected closing price of the Company Common Stock on June 23, 2023, the last full trading day prior to Sababa’s initial $4.00 per share bid. Additionally, such stockholders will avoid the risk after the Merger of any possible decrease in Whole Earth’s future earnings, growth or value.
Detriments of the Merger to the Unaffiliated Security Holders
The primary detriment of the Merger to the “unaffiliated security holders,” as defined in Rule 13e-3 of the Exchange Act, is the lack of an interest of such stockholders in the potential future earnings, growth, or value realized by Whole Earth after the Merger, including as a result of any sale of the Company or its assets to a third party in the future. Additionally, the receipt of cash in exchange for Company Common Stock pursuant to the Merger will generally be a taxable sale transaction for U.S. federal income tax purposes to U.S. Holders (as defined in the section entitled “—Certain U.S. Federal Income Tax Consequences of the Merger”) who surrender their Company Common Stock in the Merger to the extent that such stockholders have any gain on their shares of Company Common Stock.
Certain Effects of the Merger for the Purchaser Filing Parties
If the Merger is completed, all of the equity interests in Whole Earth will be beneficially owned, indirectly through Parent, by the Purchaser Filing Parties and their affiliates.
The benefits of the Merger to the Purchaser Filing Parties include the fact that, following the completion of the Merger, Parent will directly own 100% of the outstanding equity interests of the Surviving Corporation and will therefore have a corresponding 100% interest in the Surviving Corporation’s net book value and net earnings. The table below sets forth the beneficial ownership of Company Common Stock and resulting interests in Whole Earth’s net book value and net earnings of the Purchaser Filing Parties prior to, based on Whole Earth’s net book value at December 31, 2023 and net earnings for the year ended December 31, 2023, as if the Merger were completed on such date.
63

TABLE OF CONTENTS

 
Beneficial Ownership of Whole Earth
Prior to the Merger(1)
($ in thousands)
%
Ownership
Net Book
Value at
December 31,
2023(2)
Net
(Loss) Income for
the year ended
December 31,
2023(3)
Parent
$
$
Merger Sub
$
$
NewCo
$
$
Mariposa
$
$
Sir Martin E. Franklin
 20.78%
$52,301,182
$(7,916,348.80)
Franklin Trust
 20.78%
$52,301,182
$(7,916,348.80)
Sababa
 20.78%
$52,301,182
$(7,916,348.80)
 
Beneficial Ownership of Whole Earth
After the Merger(1)
($ in thousands)
%
Ownership
Net Book
Value at
December 31,
2023(2)
Net
(Loss) Income for
the year ended
December 31,
2023(3)
Parent
100%
$251,690,000
$(38,096,000)
NewCo
100%
$251,690,000
$(38,096,000)
Mariposa
$
$
Sir Martin E. Franklin(4)
60%
$151,014,000
$(22,857,600)
Franklin Trust(4)
60%
$151,014,000
$(22,857,600)
Sababa(4)
60%
$151,014,000
$(22,857,600)
(1)
Based on 42,858,649 shares of Company Common Stock outstanding as of March 11, 2024.
(2)
Based on total stockholders’ equity of $251.69 million as of December 31, 2023.
(3)
Based on net loss of $38.1 million for the year ended December 31, 2023.
(4)
Includes indirect non-voting minority interests of certain investors in Sababa over which Sir Martin has beneficial ownership.
In addition, the Purchaser Filing Parties will benefit from the savings associated with Whole Earth no longer being required to file reports under or otherwise having to comply with provisions of the Exchange Act. Detriments of the Merger to the Purchaser Filing Parties include the lack of liquidity for Company Common Stock following the Merger and the risk that Whole Earth will decrease in value following the Merger.
Certain Effects of the Merger for Mr. Franklin
Mr. Franklin currently does not beneficially own any shares of Company Common Stock and as such, has no interest in the net book value or net earnings of Whole Earth, and will not have any beneficial ownership in Whole Earth after the Merger. Mr. Franklin’s profits interests, which are based on Sababa’s investment in Company Common Stock (see the section of this proxy statement entitled “Important Information Regarding Whole Earth Brands - Security Ownership of Certain Beneficial Owners and Management” for more information on Sababa’s beneficial ownership of Company Common Stock), have no current value and are expected to be canceled subsequent to the Merger. Based solely on Mr. Franklin’s current immaterial non-voting indirect minority interest in Parent, after giving effect to the Merger, Mr. Franklin is expected to have an immaterial non-voting indirect minority interest of 0.8% in Whole Earth, which corresponds to an 0.8% interest in the net book value and net loss of Whole Earth, which as of December 31, 2023 would be approximately $2 million and $(30,476), respectively. The foregoing excludes any potential equity interests Mr. Franklin may receive as compensation if he is appointed as Chief Executive Officer of Parent.
Certain Effects on Whole Earth if the Merger is Not Completed
If the Merger Agreement is not adopted as a result of the failure to obtain the Requisite Stockholder Approval, or if the Merger is not completed for any other reason, Whole Earth’s stockholders will not have the right to receive any payment for their shares of Company Common Stock in connection with the Merger. Instead, (1) Whole
64

TABLE OF CONTENTS

Earth will remain an independent public company, (2) the Company Common Stock and Company Warrants will continue to be listed and traded on Nasdaq and registered under the Exchange Act, and (3) Whole Earth will continue to file periodic reports with the SEC. In addition, if the Merger is not completed, Whole Earth expects that: (x) our management will continue to operate the business as it is currently being operated, and (y) Whole Earth’s stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which Whole Earth operates and adverse economic conditions.
Furthermore, if the Merger is not completed, and depending on the circumstances that cause the Merger not to be completed, the price of the Company Common Stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of the Company Common Stock would return to the price at which Company Common Stock trades as of the date of this proxy statement. Accordingly, there can be no assurance as to the effect of the Merger not being completed on the future value of your shares of Company Common Stock. If the Merger is not completed, the Whole Earth Board will continue to evaluate and review, among other things, Whole Earth’s business, operations, strategic direction and capitalization, and will make whatever changes it deems appropriate. If the Merger Agreement is not adopted as a result of the failure to obtain the Requisite Stockholder Approval, or if the Merger is not completed for any other reason, Whole Earth’s business, prospects or results of operation may be adversely impacted.
In addition, in specified circumstances in which the Merger Agreement is terminated, Whole Earth has agreed to pay Parent the Company Termination Fee, and Parent has agreed to pay Whole Earth the Parent Termination Fee under certain circumstances, as more fully described in “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fees.
Unaudited Prospective Financial Information
Other than in connection with our regular earnings press releases and related investor materials, we do not, as a matter of course, make public projections as to our long-term future financial performance, due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, the Company’s management does prepare projections as to our future financial performance for internal use.
Projections
In connection with the Process, the Company’s management prepared the September Projections, the December Projections and the February Projections, each concerning unaudited non-public prospective financial information of the Company (the “Unaudited Prospective Financial Information”), on a standalone basis without giving effect to the Merger, for fiscal year 2023 through fiscal year 2028 (collectively, the “Projections”). The Projections were provided to the Special Committee in connection with the Process and reviewed and approved by the Special Committee for Jefferies’ use in connection with its preliminary financial analyses.
As described in the section of this proxy statement captioned “—Background of the Merger,” information containing the September Projections as summarized below was made available to potential proposed bidders, including Sababa, in connection with their due diligence review of a potential transaction. Information containing the December Projections, as summarized below, was made available to Sababa, as the sole interested potential acquisition party at such point, in connection with its due diligence review of a potential transaction. Information containing the February Projections, as summarized below, was made available to representatives of Jefferies for Jefferies’ use in connection with its preliminary financial analyses.
Although the information in the Projections is presented with numerical specificity, it reflects numerous estimates and assumptions made by the Company’s management with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the Company’s business, in each case as of the date it was prepared, all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s control.
The September Projections include the following assumptions and estimates:
consolidated revenue growth rate CAGR of 4.8% from 2023 to 2028, reflecting the Company management’s assumptions and estimates for future growth;
cost of goods sold growth rate CAGR of 4.1% from 2023 to 2028;
65

TABLE OF CONTENTS

improvement of adjusted gross profit margins from 30.9% in 2023 to 33.3% in 2026, after which such margins would remain steady through 2028;
marketing expenses growth rate CAGR of 7.2% from 2023 to 2028 in order to support revenue growth;
other SG&A expenses growth rate CAGR of 2.6% from 2023 to 2028;
adjusted EBITDA margin expansion from 14.4% in 2023 to 18.0% in 2028 driven by improved adjusted gross profit margins; and
no material acquisitions or divestures by the Company.
These values and amounts were determined by the Company’s management based on their experience and judgment and their expectations of the Company’s operation as a standalone company.
The following table summarizes the September Projections:
 
(Amounts in millions)(1)
 
2023E
2024E
2025E
2026E
2027E
2028E
Revenue
$550.6
$578.3
$611.1
$638.6
$667.3
$697.4
Cost of Goods Sold
$380.6
$388.4
$409.3
$426.2
$445.3
$465.4
Adjusted Gross Profit(1)
$170.1
$189.8
$201.9
$212.4
$222.0
$232.0
Marketing
$12.0
$13.5
$14.9
$15.6
$16.3
$17.1
Other SG&A
$78.7
$81.6
$84.4
$86.1
$87.8
$89.6
Adjusted EBITDA(2)
$79.3
$94.7
$102.5
$110.7
$117.9
$125.4
(1)
We define Adjusted Gross Profit as Gross Profit excluding all cash and non-cash adjustments impacting Cost of Goods Sold included in the determination of Adjusted EBITDA. Such adjustments include: depreciation, stock-based compensation expense, certain severance and related charges, supply chain reinvention and other items adjusted by management to better understand our financial results.
(2)
We define Adjusted EBITDA as excluding interest income and expense, other expense and income, income taxes, depreciation and amortization, intangible asset impairment charges, stock-based compensation expense, certain severance and related charges, non-cash pension expense, transaction-related costs, supply chain reinvention as well as certain other items that arise outside of the ordinary course of our continuing operations.
The December Projections were prepared to incorporate updated operating and financial results generated by the Company subsequent to the finalization of the September Projections and include the following assumptions and estimates:
consolidated revenue growth rate CAGR of 4.5% from 2023 to 2028, reflecting the Company management’s assumptions and estimates for future growth;
cost of goods sold growth rate CAGR of 3.5% from 2023 to 2028;
improvement of adjusted gross profit margins from 30.3% in 2023 to 33.6% in 2026, after which such margins would remain steady through 2028;
marketing expenses growth rate CAGR of 9.9% from 2023 to 2028 in order to support revenue growth;
other SG&A expenses growth rate CAGR of 2.7% from 2023 to 2028;
adjusted EBITDA margin expands from 14.2% in 2023 to 18.0% in 2028 driven by improved adjusted gross profit margins; and
no material acquisitions or divestures by the Company.
These values and amounts were determined by the Company’s management based on their experience and judgment and their expectations of the Company’s operation as a standalone company.
66

TABLE OF CONTENTS

The following table summarizes the December Projections:
 
(Amounts in millions)(1)
 
2023E
2024E
2025E
2026E
2027E
2028E
Revenue
$549.6
$567.1
$599.3
$626.3
$654.4
$683.9
Cost of Goods Sold
$383.2
$381.2
$399.3
$415.8
$434.5
$454.1
Adjusted Gross Profit(1)
$166.4
$186.0
$200.0
$210.4
$219.9
$229.8
Marketing
$11.6
$14.6
$16.3
$17.0
$17.8
$18.6
Other SG&A
$76.9
$80.2
$83.0
$84.6
$86.3
$88.1
Adjusted EBITDA(2)
$78.0
$91.1
$100.7
$108.8
$115.8
$123.2
(1)
We define Adjusted Gross Profit as Gross Profit excluding all cash and non-cash adjustments impacting Cost of Goods Sold included in the determination of Adjusted EBITDA. Such adjustments include: depreciation, stock-based compensation expense, certain severance and related charges, supply chain reinvention and other items adjusted by management to better understand our financial results.
(2)
We define Adjusted EBITDA as excluding interest income and expense, other expense and income, income taxes, depreciation and amortization, intangible asset impairment charges, stock-based compensation expense, certain severance and related charges, non-cash pension expense, transaction-related costs, supply chain reinvention as well as certain other items that arise outside of the ordinary course of our continuing operations.
The February Projections were prepared to incorporate the previously approved fiscal year 2024 annual budget of the Company into the December Projections and include the following assumptions and estimates:
consolidated revenue growth rate CAGR of 4.2% from 2023 to 2028 reflecting the Company management’s assumptions and estimates for future growth;
cost of goods sold growth rate CAGR of 3.1% from 2023 to 2028;
improvement of adjusted gross profit margins from 30.4% in 2023 to 34.0% in 2026, after which such margins would remain steady through 2028;
marketing expenses growth rate CAGR of 9.3% from 2023 to 2028 in order to support revenue growth;
other SG&A expenses growth rate CAGR of 3.3% from 2023 to 2028;
adjusted EBITDA margin expands from 14.2% in 2023 to 17.8% in 2028 driven by improved adjusted gross profit margins; and
no material acquisitions or divestures by the Company.
These values and amounts were determined by the Company’s management based on their experience and judgment and their expectations of the Company’s operation as a standalone company.
The following table summarizes the February Projections:
 
(Amounts in millions)(1)
 
2023E
2024E
2025E
2026E
2027E
2028E
Revenue
$550.9
$562.2
$591.9
$618.5
$646.3
$675.4
Cost of Goods Sold
$383.5
$377.1
$392.1
$408.3
$426.7
$445.9
Adjusted Gross Profit(1)
$167.4
$185.2
$199.8
$210.2
$219.7
$229.5
Marketing
$11.9
$14.5
$16.2
$16.9
$17.7
$18.5
Other SG&A
$77.2
$82.6
$85.7
$87.5
$89.2
$91.0
Adjusted EBITDA(2)
$78.3