Filed by Hostess Brands, Inc. (Commission
File No. 001-37540)
pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14d-9 under
the Securities Exchange Act of 1934 as amended.
Subject Company: Hostess Brands, Inc.
Commission File No.: 001-37540
This filing relates to the proposed acquisition of Hostess Brands, Inc., a Delaware corporation (Hostess Brands), by The J. M. Smucker Company, an
Ohio corporation (the Company), and SSF Holdings, Inc., a Delaware corporation and wholly owned subsidiary of the Company (Purchaser), pursuant to the Agreement and Plan of Merger, dated as of September 10, 2023, by and
among the Company, Hostess Brands, and Purchaser.
. . .
The
following communication was shared with certain employees of Hostess Brands by Andy Callahan, President and Chief Executive Officer of Hostess Brands, on September 14, 2023.
To: Lenexa Headquarters and Chicago Commercial Teams
As you saw in Mark
Smuckers welcome message this morning, he and the rest of The J. M. Smucker Co. are excited to meet the Hostess Brands team.
Mark, along with several of
the company leaders, will visit our Chicago Commercial Office and Lenexa Headquarters next week. They will be in Chicago on Tuesday, Sept. 19 from approximately noon-4pm and in Lenexa on Wednesday, Sept. 20
from approximately 8am-3pm.
This will be an excellent opportunity for Mark and his team to share more about The J. M.
Smucker Co., its culture and its business priorities, and to get to meet our incredibly talented team that built our company.
We will have a Town Hall in each
office and there will be opportunities for casual conversations with the folks from Smucker. Please plan to work from the office on those respective days so that you have the opportunity to meet with the Smucker team and get to know the company
better.
Calendar invites to follow. Lets show the Smucker team the heart of Hostess next week!
Andy Callahan
President & CEO
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The exchange offer referenced in
this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the exchange offer materials that
Hostess Brands or The J.M. Smucker Co. or its acquisition subsidiary, SSF Holdings, Inc., will file with the SEC. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The solicitation and offer to buy Hostess Brands stock
will only be made pursuant to an Offer to Exchange and related exchange offer materials that The J.M. Smucker Co. intends to file with the SEC. At the time the exchange offer is commenced, The J.M. Smucker Co. and its acquisition subsidiary will
file a tender offer statement on Schedule TO, The J.M. Smucker Co. will file a registration statement on Form S-4 and thereafter Hostess Brands will file a Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC with respect to the exchange offer. HOSTESS BRANDS STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ CAREFULLY THE EXCHANGE OFFER MATERIALS (INCLUDING AN OFFER TO EXCHANGE, A
RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER EXCHANGE OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 BECAUSE THEY WILL EACH CONTAIN IMPORTANT INFORMATION THAT HOLDERS
OF HOSTESS BRANDS SECURITIES AND OTHER INVESTORS SHOULD CONSIDER BEFORE MAKING ANY DECISION WITH RESPECT TO THE EXCHANGE OFFER. The Offer to Exchange, the related Letter of Transmittal, certain other exchange offer documents, as well as the