Competition Commission of India (CCI) has approved the acquisition of all outstanding equity shares of Kellanova by Mars, Incorporated.

The Proposed Combination envisages the acquisition of all outstanding equity shares of Kellanova by Mars, Incorporated (Mars), as follows:

(a) Merger Sub, a direct wholly-owned subsidiary of Acquiror 10VB8 LLC (Acquiror), will merge with and into Kellanova; and

(b) Kellanova will be the surviving entity and become an indirect wholly-owned subsidiary of Mars.

Acquiror is a limited liability company created specifically for the Proposed Combination and is a direct wholly-owned subsidiary of Mars.

Mars is headquartered in McLean, Virginia, United States and operates its business in three segments: (i) Snacking, (ii) Food & Nutrition, and (iii) Petcare. In India, Mars’ snacking division supplies only sweet confectionery, such as chocolate confectionery and sugar confectionery, as well as gum.

Kellanova (formerly Kellogg Company) is a Delaware corporation listed on the New York Stock Exchange. Kellanova principally manufactures and markets snacks and convenience foods. In India, Kellanova supplies breakfast cereals and potato crisps only.

Detailed order of the Commission will follow.

Merger approval: Mars to acquire Kellanova through merger sub, making Kellanova an indirect wholly owned subsidiary. CCI approved Mars' acquisition of all outstanding equity shares of Kellanova by merger: Merger Sub, a direct wholly owned subsidiary of the Acquiror, will merge into Kellanova, which will become an indirect wholly owned subsidiary of Mars. The Acquiror was created for the Proposed Combination, and the parties' product presence in India is limited to Mars supplying sweet confectionery and gum and Kellanova supplying breakfast cereals and potato crisps.