Martin E. Franklin delivered a non-binding proposal to acquire remaining 78.9% stake in Whole Earth Brands, Inc. (NasdaqCM:FREE) for approximately $140 million on June 25, 2023. Martin E. Franklin entered into a definitive agreement to acquire remaining 79.3% stake in Whole Earth Brands, Inc. (NasdaqCM:FREE) for approximately $180 million on February 12, 2024. Martin E. Franklin will acquire all of the outstanding shares of Whole Earth's common stock not already owned for $4.00 per share in cash. Whole Earth's board of directors formed a special committee of the Board to review and evaluate the proposal. In case of termination of the transaction under certain circumstances, Whole Earth Brands would be required to pay $20 million to the other party and the buyer would be required to pay termination fee of $40 million if the transaction is terminated under certain circumstances. As of July 11, 2023, Whole Earth Brands announced that the special committee of the Company?s board of directors has retained Jefferies LLC as financial advisor to assist the Special Committee in the review and evaluation of the previously disclosed non-binding proposal. On July 16, 2023, the Board unanimously resolved to place Mr. Michael Franklin, Chief Executive Officer of the Company, on a leave of absence, effective immediately. In the interim, the Board has appointed Rajnish Ohri, Whole Earth Brands, Inc's current President & Chief Operating Officer.

Under the terms of merger agreement, Martin E. Franklin will acquire all of the outstanding shares of Whole Earth Brands' common stock that it does not already own in an all-cash transaction for $4.875 per share. Silver Point Finance LLC and Fortress Credit Corp. and its affiliates are providing debt financing in connection with the Transaction. Consummation of the Transaction is conditioned on, among other things, the approval of Whole Earth Brands shareholders and is subject to other customary closing conditions, including the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Transaction is not subject to any financing conditions. The special committee of Whole Earth Brands' board of directors unanimously recommended the Transaction and the disinterested members of the Board unanimously approved the Transaction. The Transaction is expected to close in the second quarter of 2024. Jefferies LLC is serving as financial advisor and fairness opinion provider to the Special Committee, and Christopher P. Giordano and Jon Venick of DLA Piper LLP (US) are serving as legal counsel to the Special Committee and Whole Earth Brands. Citi is serving as M&A advisor and capital markets advisor to Martin E. Franklin, and Brian J. Gavsie of Greenberg Traurig, P.A. is serving as legal counsel to Martin E. Franklin. Continental Stock Transfer & Trust Company is the transfer agent for Whole Earth Brands shares.