Mondelez International, Inc. (NasdaqGS:MDLZ) agreed to acquire Clif Bar & Company for $2.9 billion on June 20, 2022. The consideration also includes additional contingent earnout consideration. The possible payments range from zero to a maximum total of $2.4 billion, with higher payouts requiring the achievement of targets that generate rates of returns in excess of the base financial projections. The transaction shall be funded through a combination of debt and cash on hand. Mondelez International will continue to operate the Clif Bar & Company business from its headquarters in Emeryville. The acquisition is subject to customary closing conditions, relevant antitrust approvals and a pre-closing F reorganization and conversion to a limited liability company by Clif Bar & Company, and the transaction is expected to close in Q3 following customary regulatory review. The transaction is expected to be top-line accretive in year two. Doug Cogen, David Michaels, Adam Halpern, William Skinner, Connie Ellerbach, Stephen Gillespie, Matt Cantor, Thomas Ensign, Dean Kristy of Fenwick & West LLP acted as Legal advisors to Clif Bar & Company. Saee Muzumdar of Gibson Dunn acted as legal advisor to Mondelez. Morgan Stanley (NYSE:MS) acted as a financial advisor to Clif Bar & Company.

Mondelez International, Inc. (NasdaqGS:MDLZ) completed the acquisition of Clif Bar & Company on August 1, 2022.