Acquisitions

12 Months Ended

Nov. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions

ACQUISITIONS AND DISPOSITIONS

Acquisition of FONA International LLC

On December 30, 2020, we purchased FONA International, LLC and certain of its affiliates (FONA), a privately held company, for a purchase price of approximately $708.2 million, net of cash acquired. That purchase price includes the payment of $2.6 million during 2021 associated with the final working capital adjustment. FONA is a leading manufacturer of clean and natural flavors providing solutions for a diverse customer base across various applications for the food, beverage and nutritional markets. The acquisition of FONA expands the breadth of our flavor solutions segment into attractive categories, as well as extends our technology platform and strengthens our capabilities. The acquisition was funded with cash and commercial paper. At the time of the acquisition, annual sales of FONA were approximately $114 million. The results of FONA’s operations have been included in our financial statements as a component of our flavor solutions segment from the date of acquisition.

Transaction and Integration Expenses Associated with the Cholula and FONA Acquisitions

The following are the transaction and integration expenses recognized related to the Cholula and FONA acquisitions for the years ended November 30 (in millions):

	2023		2022		2021
Transaction-related expenses included in cost of goods sold	$	—	$	—	$	6.3
Other transaction expenses	—		—		13.8
Integration expenses	—		2.2		15.2
Total transaction and integration expenses	$	—	$	2.2	$	35.3

We valued finished goods and work-in-process inventory associated with our December 30, 2020, purchase of FONA International, LLC and certain of its affiliates (FONA) and our November 30, 2020 acquisition of Cholula using a net realizable value approach, which resulted in total a step-up of $6.3 million that was recognized in cost of goods sold in 2021 as the related inventory was sold. Raw materials and packaging inventory was valued using the replacement cost approach.

Disposal of Kitchen Basics

On August 3, 2022, we sold the Kitchen Basics business for $95.2 million in cash, net of transaction expenses of $3.8 million. Assets disposed of principally included inventory, intangible assets ($6.3 million) and goodwill ($21.5 million). The sale of Kitchen Basics resulted in a pre-tax gain of $49.6 million.