SJM JM Smucker Company

As filed with the Securities and Exchange Commission on October 27, 2023

Registration No. 333-274911

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

The J. M. Smucker Company

(Exact name of registrant as specified in its charter)

One Strawberry Lane

Orrville, Ohio 44667-0280

(330) 682-3000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Jeannette L. Knudsen, Esq.

Chief Legal Officer and Secretary

One Strawberry Lane

Orrville, Ohio 44667-0280

(330) 682-3000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: October 10, 2023, the date on which the preliminary prospectus and tender offer materials are filed and sent to securityholders. The offer cannot, however, be completed prior to the time this Registration Statement becomes effective. Accordingly, any actual sale or purchase of securities pursuant to the offer will occur only after this Registration Statement is effective, subject to the conditions to the transactions described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this document is not complete and may change. A registration statement relating to the securities described in the accompanying prospectus/offer to exchange has been filed with the U.S. Securities and Exchange Commission. The registrant may not complete the offer and issue these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This document is not an offer to sell these securities, and the registrant is not soliciting an offer to buy these securities, in any state or jurisdiction in which such offer is not permitted.

PRELIMINARY AND SUBJECT TO CHANGE, DATED OCTOBER 27, 2023

Offer by

SSF HOLDINGS, INC.

a direct wholly owned subsidiary of

The J. M. Smucker Company

to Exchange Each Outstanding Share of Class A Common Stock of

HOSTESS BRANDS, INC.

for

$30.00 in cash

and

0.03002 common shares of The J. M. Smucker Company

THE OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., EASTERN TIME, AT THE END OF NOVEMBER 6, 2023, UNLESS EXTENDED OR TERMINATED.

The J. M. Smucker Company (which we refer to as “Smucker”), an Ohio corporation, through its direct wholly owned subsidiary SSF Holdings, Inc., a Delaware corporation (which we refer to as the “Offeror”), is offering, upon the terms and subject to the conditions set forth in this document and in the accompanying letter of transmittal, to exchange for each outstanding share of Class A common stock of Hostess Brands, Inc., a Delaware corporation (which we refer to as “Hostess Brands”), par value $0.0001 per share (which we refer to as “Hostess Brands common stock,” and such shares of Hostess Brands common stock, “Hostess Brands shares”), validly tendered and not validly withdrawn in the offer:

in each case, without interest and less any applicable withholding taxes. We refer to the above as the “transaction consideration.”

The Offeror’s obligation to accept for exchange Hostess Brands shares validly tendered (and not validly withdrawn) pursuant to the offer is subject to certain conditions, including the condition that, prior to the expiration of the offer, there have been validly tendered and not validly withdrawn a number of Hostess Brands shares that, together with Hostess Brands shares then owned by Smucker and the Offeror (if any), would represent at least a majority of the Hostess Brands shares issued and outstanding immediately after the consummation of the offer, as more fully described under “The Offer—Conditions to the Offer.”

The offer is being made pursuant to an Agreement and Plan of Merger (which we refer to as the “merger agreement”), dated as of September 10, 2023, by and among Smucker, the Offeror and Hostess Brands. A copy of the merger agreement is attached to this document as Annex A.

The purpose of the offer is for Smucker to acquire control of, and ultimately the entire equity interest in, Hostess Brands. The offer is the first step in Smucker’s plan to acquire all of the outstanding Hostess Brands shares. If the offer is completed and as a second step in such plan, Smucker intends to promptly consummate a merger of the Offeror with and into Hostess Brands, with Hostess Brands surviving the merger (which we refer to as the “merger”) as a wholly owned subsidiary of Smucker. The purpose of the merger is for Smucker to acquire all Hostess Brands shares that it did not acquire in the offer. In the merger, each outstanding Hostess Brands share that was not acquired by Smucker or the Offeror (other than certain dissenting, converted or cancelled shares, as described further in this document) will be converted into the right to receive the transaction consideration. Upon the consummation of the merger, Hostess Brands will be a wholly owned subsidiary of Smucker, and the former Hostess Brands stockholders will no longer have any direct ownership interest in the surviving corporation. If the offer is completed (such that Smucker owns at least a majority of the Hostess Brands shares then issued and outstanding), the merger will be governed by Section 251(h) of the General Corporation Law of the State of Delaware (which we refer to as the “DGCL”), and, accordingly, no vote of the Hostess Brands stockholders will be required to complete the merger. The board of directors of Hostess Brands (which we refer to as the “Hostess Brands board”) has unanimously declared that the merger agreement and the transactions contemplated thereby, including the offer and the merger, are advisable, determined that the merger agreement and the transactions contemplated thereby, including the offer and the merger, are fair to and in the best interests of, the stockholders of Hostess Brands, approved the merger agreement and the transactions contemplated thereby, including the offer and the merger, upon the terms and subject to the conditions contained in the merger agreement, taken all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the charter of Hostess Brands will not with respect to or as a result of the merger, the offer, the merger agreement and the transactions contemplated thereby, and resolved, upon and subject to the terms and conditions in the merger agreement, to recommend that its stockholders accept the offer and tender their Hostess Brands shares pursuant to the offer. The board of directors of Smucker (which we refer to as the “Smucker board”) also determined that the merger agreement and the transactions contemplated thereby, including the offer and the merger and the issuance of Smucker common shares in the offer and merger, are advisable for, fair to and in the best interests of, Smucker and its shareholders, and approved the execution and delivery by Smucker of the merger agreement. Smucker common shares are listed on the New York Stock Exchange (which we refer to as the “NYSE”) under the symbol “SJM,” and Hostess Brands common stock is listed on the Nasdaq Capital Market (which we refer to as “Nasdaq”) under the symbol “TWNK.”

The exchange of Hostess Brands shares for the transaction consideration in the offer or the merger will be a taxable transaction for U.S. federal income tax purposes. Holders of Hostess Brands shares should read the section entitled “Material U.S. Federal Income Tax Consequences” for a more detailed discussion of certain U.S. federal income tax consequences of the offer and the merger to holders of Hostess Brands shares.

The merger will entitle Hostess Brands stockholders to appraisal rights under the DGCL. To exercise appraisal rights, a Hostess Brands stockholder must strictly comply with all of the procedures under the DGCL. These procedures are described more fully in the section entitled “The Offer—Appraisal Rights.”

For a discussion of certain factors that Hostess Brands stockholders should consider in connection with the offer, please read the section of this document entitled “Risk Factors” beginning on page 23.

You are encouraged to read this entire document and the related letter of transmittal carefully, including the annexes and information referred to or incorporated by reference in this document.

Neither Smucker nor the Offeror has authorized any person to provide any information or to make any representation in connection with the offer other than the information contained or incorporated by reference in this document, and if any person provides any information or makes any representation of this kind, that information or representation must not be relied upon as having been authorized by Smucker or the Offeror.

Neither the U.S. Securities and Exchange Commission (which we refer to as the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this preliminary prospectus/offer to exchange is October 27, 2023.

TABLE OF CONTENTS

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This document incorporates by reference important business and financial information about Smucker, Hostess Brands and their respective subsidiaries from documents filed with the SEC that have not been included in or delivered with this document. This information is available without charge at the SEC’s website at www.sec.gov, as well as from other sources. See “Where to Obtain More Information.”

You can obtain the documents incorporated by reference in this document by requesting them in writing or by telephone at the following address and telephone number:

The J. M. Smucker Company

One Strawberry Lane

Orrville, Ohio 44667-0280

Attention: Investor Relations

(330) 684-3838

In addition, if you have questions about the offer or the merger, or if you need to obtain copies of this document and the letter of transmittal or other documents incorporated by reference in this document, you may contact the information agent for this transaction. You will not be charged for any of the documents you request.

The Information Agent for the Offer is:

D.F. King & Co., Inc.

48 Wall Street

New York, New York 10005

Shareholders Call Toll Free: (800) 347-4826

Banks & Brokers Call Collect: (212) 269-5550

E-mail: sjm-twnk@dfking.com

If you would like to request documents, please do so by October 30, 2023, in order to receive them before the expiration of the offer.

Information included in this document relating to Hostess Brands, including but not limited to the descriptions of Hostess Brands and its business and the information under the headings “The Offer—Hostess Brands’ Reasons for the Offer and the Merger; Recommendation of the Hostess Brands Board of Directors”, “The Offer—Opinion of Financial Advisor to the Hostess Brands Board” and “The Offer—Interests of Certain Persons in the Offer and the Merger” also appears in the Solicitation/Recommendation Statement on Schedule 14D-9 dated as of the date of this document and filed by Hostess Brands with the SEC (which we refer to as the “Schedule 14D-9”). The Schedule 14D-9 is being mailed to holders of Hostess Brands shares as of the date of this document.

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RISK FACTORS

Hostess Brands stockholders should carefully read this document and the other documents referred to or incorporated by reference into this document, including in particular the following risk factors, in deciding whether to tender Hostess Brands shares pursuant to the offer.

Risk Factors Relating to the Offer and the Merger

Hostess Brands stockholders who participate in the offer will be forfeiting all rights with respect to their Hostess Brands shares other than the right to receive the transaction consideration, including the right to participate directly in any earnings or future growth of Hostess Brands.

If the offer and the merger are completed, Hostess Brands stockholders will cease to have any equity interest in Hostess Brands and will not participate in its earnings or any future growth, except indirectly through ownership of Smucker common shares received in the offer and the merger. In addition, Hostess Brands stockholders who validly tender their Hostess Brands shares in the offer (and do not validly withdraw such shares) will forfeit their appraisal rights with respect to such Hostess Brands shares under Delaware law in connection with the merger. Holders of Hostess Brands shares who do not tender (or who withdraw) their Hostess Brands shares in the offer and perfect their appraisal rights under Delaware law could realize a higher or lower value for their Hostess Brands shares than the transaction consideration, which is payable in both the offer and the merger, or realize the same value as the transaction consideration. See “The Offer—Dissenters’ Rights.”

The offer remains subject to conditions that Smucker cannot control.

The offer is subject to conditions, including the minimum tender condition; receipt of required regulatory approvals; lack of legal prohibitions; no material adverse effect (as described in “Merger Agreement—Material Adverse Effect”) having occurred with respect to Hostess Brands since the date of the merger agreement; the accuracy of Hostess Brands’ representations and warranties made in the merger agreement (subject to specified materiality standards); Hostess Brands being in compliance in all material respects with its covenants under the merger agreement; the listing of the Smucker common shares to be issued in the offer and the merger being authorized for listing on the NYSE, subject to official notice of issuance; the registration statement on Form S-4 of which this document is a part becoming effective; and the merger agreement not having been terminated in accordance with its terms. There are no assurances that all of the conditions to the offer will be satisfied or that the conditions will be satisfied in the time frame expected. If the conditions to the offer are not met, then Smucker will extend the offer, subject to the terms and conditions of the merger agreement, or may, under certain circumstances, allow the offer to expire, or amend the offer. See “The Offer—Conditions of the Offer” for a discussion of the conditions to the offer.

The transaction consideration is fixed and will not be adjusted. Because the market price of Smucker common shares may fluctuate, Hostess Brands stockholders cannot be sure of the market value of the share consideration they will receive in exchange for their Hostess Brands shares in connection with the transactions.

In connection with the offer and the merger, Hostess Brands stockholders will receive cash and 0.03002 Smucker common shares for each Hostess Brands share. Accordingly, the market value of the share consideration that you will receive in the offer or merger will vary based on the price of Smucker common shares at the time you receive the transaction consideration. The market price of Smucker common shares may decline after the date of this document, after you tender your shares and/or after the offer and the merger are completed.

A decline in the market price of Smucker common shares could result from a variety of factors beyond Smucker’s control, including, among other things, the possibility that Smucker may not achieve the expected benefits of the acquisition of Smucker as rapidly as or to the extent anticipated, Hostess Brands’ business may

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not perform as anticipated following the transactions, the effect of Smucker’s acquisition of Hostess Brands on Smucker’s financial results may not meet the expectations of Smucker, financial analysts or investors, or the addition and integration of Hostess Brands’ business may be unsuccessful, or may take longer or be more disruptive than anticipated, as well as numerous factors affecting Smucker and its businesses that are unrelated to Hostess Brands. For additional factors that may affect the market price of Smucker common shares, see “Risks Related to Smucker and the Combined Company” and “Risks Related to Smucker’s Business.”

Because the offer will not be completed until certain conditions have been satisfied or waived in accordance with the merger agreement, a significant period of time may pass between the commencement of the offer, the time you tender your shares and the time that the Offeror accepts your shares for payment. Therefore, at the time you tender your Hostess Brands shares pursuant to the offer, you will not know the exact market value of the transaction consideration that will be issued if the Offeror accepts such shares for payment.

See “Comparative Market Price and Dividend Matters.” You are urged to obtain current market quotations for Hostess Brands shares and for Smucker common shares.

Failure to complete the offer and the merger could negatively affect the stock price and the future business and financial results of Smucker and Hostess Brands.

If the offer and merger are not completed for any reason, Smucker’s and Hostess Brands’ respective businesses and financial results may be adversely affected, including as follows:

In addition to the above risks, if the merger agreement is terminated and either party’s board seeks an alternative transaction, such party’s stockholders cannot be certain that such party will be able to find a party willing to engage in a transaction on more attractive terms than the merger agreement and the transactions contemplated thereby.

Hostess Brands directors and officers potentially have interests in the transaction that differ from, or are in addition to, the interests of the Hostess Brands stockholders generally.

You should be aware that some of the officers and directors of Hostess Brands may be deemed to have interests in the offer and the merger that are different from, or in addition to, your interests as a Hostess Brands stockholder. These interests may include, among others, agreements that certain officers have entered into with Hostess Brands or participation by certain officers in Hostess Brands severance plans that provide for payments of severance and benefits in the event the officer experiences a qualifying termination of employment within a specified period following a change in control of Hostess Brands, and certain indemnification obligations. See “The Offer—Interests of Certain Persons in the Offer and the Merger” and “Merger Agreement—Employee Matters” below for more information.

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As of October 20, 2023 the directors and executive officers of Hostess Brands and their affiliates beneficially owned approximately 619,176 Hostess Brands shares, representing approximately 0.47% of the Hostess Brands shares and approximately 0.47% of the aggregate voting power of the Hostess Brands shares, in each case outstanding as of October 20, 2023.

If the transactions are completed, Hostess Brands stockholders will receive Smucker common shares as part of the transaction consideration and will accordingly become Smucker shareholders. Smucker common shares may be affected by different factors than Hostess Brands common stock is affected by, and Smucker shareholders will have different rights than Hostess Brands stockholders.

Upon consummation of the transactions, Hostess Brands stockholders will receive Smucker common shares as part of the transaction consideration and will accordingly become Smucker shareholders. Smucker’s business differs from that of Hostess Brands, and Smucker’s results of operations and stock price may be adversely affected by factors different from those that would affect Hostess Brands’ results of operations and stock price. See “Risks Related to Smucker and the Combined Company” and “Risks Related to Smucker’s Business.”

In addition, holders of Smucker common shares will have rights as Smucker shareholders that differ from the rights they had as Hostess Brands stockholders before the transactions. For a comparison of the rights of Smucker shareholders to the rights of Hostess Brands stockholders, see “Comparison of Stockholders’ and Shareholders’ Rights.”

Hostess Brands stockholders in the aggregate will have a relatively small ownership and voting interest in Smucker.

After consummation of the offer and merger, Hostess Brands stockholders will initially own approximately 3.76% of the outstanding Smucker common shares, based upon the number of outstanding Hostess Brands shares outstanding as of October 5, 2023 and the number of Smucker common shares outstanding as of September 8, 2023, disregarding stock options, restricted stock units and other rights to acquire shares that may be issued by Smucker or Hostess Brands pursuant to any employee stock plan. Consequently, former Hostess Brands stockholders will have less influence on the management and policies of the combined company than they currently exercise over Hostess Brands.

Consummation of the offer may adversely affect the liquidity of the Hostess Brands shares not tendered in the offer, and sales of a substantial amount of Smucker common shares by former Hostess Brands stockholders could depress the price of Smucker common shares.

If the offer is completed and contrary to the parties’ expectations, the merger is not consummated on the same business day, you should expect the number of Hostess Brands stockholders and the number of publicly traded Hostess Brands shares to be significantly reduced. As a result, the closing of the offer can be expected to adversely affect, in a material way, the liquidity of the remaining Hostess Brands shares held by the public pending the consummation of the merger. Although Smucker currently expects the merger to occur on the same business day the offer is completed, Smucker cannot assure you that all conditions to the merger will be satisfied at that time, or at all. If the offer and the merger are completed, substantial amounts of sales of Smucker common shares by former Hostess Brands stockholders in the public market may cause the market price of Smucker common shares to decrease.

Litigation relating to the offer or the merger could require Smucker to incur significant costs and suffer management distraction, as well as to delay and/or enjoin the merger.

As of October 26, 2023, the following five complaints have been filed by purported stockholders of Hostess Brands:

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The Federal Complaints allege, among other things, that the defendants violated Sections 14(d)(4), 14(e), and 20(a) of the Exchange Act, as well as Rule 14d-9 promulgated thereunder, by omitting or misrepresenting certain allegedly material information from the Schedule 14D-9. The Federal Complaints further allege that such omissions and misrepresentations rendered the Schedule 14D-9 materially incomplete, false, and/or misleading. The State Complaint asserts, among other things, (a) a claim against Smucker for violation of the Kansas Uniform Securities Act, and (b) claims against Hostess Brands, the members of the Hostess Brands board, and Smucker under Kansas common law for (i) negligent misrepresentation and concealment and (ii) negligence. The State Complaint further alleges that the Schedule 14D-9 and the prospectus/offer to exchange are deceptive because they omit material facts which render them incomplete and misleading.

As of October 26, 2023, Hostess Brands and Smucker had also received certain stockholder demand letters (collectively, the “Demand Letters”), which generally seek that certain allegedly omitted information in the Schedule 14D-9 be disclosed.

Smucker and Hostess Brands believe that the allegations and claims asserted in the Offer Litigation and Demand Letters are without merit.

Hostess Brands and Smucker may receive additional demand letters, and/or additional complaints may be filed against Hostess Brands, the Hostess Brands board, Smucker, and/or the Offeror in connection with the transactions contemplated by the merger agreement, the prospectus/offer to exchange, and the Schedule 14D-9. If such additional demand letters are received and/or such additional complaints are filed, absent new or different allegations that are material, Smucker will not necessarily announce such additional demands and/or complaints.

Smucker and Hostess Brands could be subject to additional demands or litigation related to the offer or the merger, whether or not the merger is consummated. Such actions may create uncertainty relating to the offer or the merger, and responding to such demands and defending such actions may be costly and distracting to management of both companies.

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The offer and the merger may not be accretive, and may be dilutive, to Smucker’s earnings per share, which may negatively affect the market price of Smucker common shares.

In connection with the consummation of the offer and the merger, based on the number of issued and outstanding Smucker common shares as of September 8, 2023 and Hostess Brands shares as of October 5, 2023, Smucker will issue approximately 3,989,283 Smucker common shares. The issuance of these new Smucker common shares could have the effect of depressing the market price of Smucker common shares, through dilution of earnings per share or otherwise. Any dilution of, or delay of any accretion to, Smucker’s earnings per share could cause the price of Smucker common shares to decline or increase at a reduced rate.

Risk Factors Relating to Smucker and the Combined Company

Smucker may fail to realize all of the anticipated benefits of the offer, and the merger or those benefits may take longer to realize than expected.

Smucker believes that there are significant benefits and synergies that may be realized through leveraging the products, scale, distribution system and combined customer bases of Smucker and Hostess Brands. However, the efforts to realize these benefits and synergies will be a complex process and may disrupt both companies’ existing operations if not implemented in a timely and efficient manner. The full benefits of the transactions, including the anticipated sales or growth opportunities, may not be realized as expected or may not be achieved within the anticipated time frame, or at all. Failure to achieve the anticipated benefits of the transactions could adversely affect Smucker’s results of operations or cash flows, cause dilution to the earnings per share of Smucker, decrease or delay any accretive effect of the transactions and negatively impact the price of Smucker common shares.

In addition, Smucker and Hostess Brands will be required to devote significant attention and resources prior to closing to prepare for the post-closing integration and operation of the combined company, and Smucker will be required post-closing to devote significant attention and resources to successfully align the business practices and operations of Smucker and Hostess Brands. This process may disrupt the businesses and, if ineffective, would limit the anticipated benefits of the transaction.

Smucker and Hostess Brands will incur direct and indirect costs as a result of the offer and the merger.

Smucker and Hostess Brands will incur substantial expenses in connection with and as a result of completing the offer and the merger and, following the completion of the merger, Smucker expects to incur additional expenses in connection with combining the businesses and operations of Smucker and Hostess Brands. Factors beyond Smucker’s control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately. Moreover, diversion of management focus and resources from the day-to-day operation of the business to matters relating to the transactions could adversely affect each company’s business, regardless of whether the offer and the merger are completed.

Uncertainties associated with the offer and the merger may cause a loss of management personnel and other key employees, which could adversely affect the future business and operations of the combined company.

Smucker and Hostess Brands are dependent on the experience and industry knowledge of their officers and other key employees to execute their business plans. Each company’s success until the merger, and the surviving corporation’s success after the merger, will depend in part upon the ability of Smucker and Hostess Brands to retain key management personnel and other key employees. Current and prospective employees of Smucker and Hostess Brands may experience uncertainty about their roles within the combined company following the merger, which may have an adverse effect on the ability of each of Smucker and Hostess Brands to attract or retain key management and other key personnel.

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Smucker’s and Hostess Brands’ actual financial positions and results of operations may differ materially from the unaudited pro forma financial information included in this document, and the projected financial information of Hostess Brands included in this document is inherently subject to uncertainties.

The pro forma financial information contained in this document is presented for illustrative purposes only and may differ materially from what Smucker’s actual financial position or results of operations would have been had the transactions been completed on the dates indicated. The pro forma financial information has been derived from the historical financial statements of Smucker and Hostess Brands, and certain adjustments and assumptions have been made regarding the combined company after giving effect to the transactions. The assets and liabilities of Hostess Brands have been measured at fair value based on various preliminary estimates using assumptions that Smucker management believes are reasonable utilizing information currently available. The process for estimating the fair value of acquired assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. These estimates may be revised as additional information becomes available and as additional analyses are performed. Differences between preliminary estimates in the pro forma financial information and the final acquisition accounting will occur and could have a material impact on the pro forma financial information and the combined company’s financial position and future results of operations.

In addition, the assumptions that were used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect Smucker’s financial condition or results of operations following the completion of the transactions contemplated by the merger agreement. Any potential decline in Smucker’s financial condition or results of operations may cause significant variations in the price of Smucker common shares. See “Unaudited Pro Forma Condensed Combined Financial Statements.”

While the projected financial information of Hostess Brands (which we refer to as the “management projections”) included in this document is presented with numerical specificity, the management projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond Hostess Brands’ management’s control. Further, given that the management projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year beyond their preparation. Important factors that may affect actual results and may result in such projections not being achieved include: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the inability to complete the offer or merger, or the failure to satisfy other conditions to completion of the offer or the merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the completion of the merger, and risks and uncertainties pertaining to Hostess Brands’ business, including the risks and uncertainties detailed in Hostess Brands’ public periodic filings with the SEC. In addition, the ability to achieve the management projections may depend on, in part, whether or not the strategic goals, objectives and targets are reached over the applicable period. The assumptions upon which the management projections were based necessarily involve judgments with respect to, among other things, future economic, competitive and regulatory conditions and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industry in which Hostess Brands operates, and the risks and uncertainties described in the section of this document titled “Forward-Looking Statements” and in “Item 8—Additional Information—Cautionary Note Regarding Forward-Looking Statements” in the Schedule 14D9, which has been filed with the SEC and is being mailed to you and other stockholders of Hostess Brands together with this document, all of which are difficult or impossible to predict accurately and many of which are beyond Hostess Brands’ and Smucker’s control. The management projections also reflect assumptions by Hostess Brands management that are subject to change and are susceptible to multiple interpretations and periodic revisions based on actual results, revised prospects for the Hostess Brands business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when such projections were prepared. Accordingly, there can be no assurance that the management projections will be realized, and actual results may differ, and may differ materially, from those shown. For more information, see “The Offer—Certain Hostess Brands Management Projections.”

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Smucker expects to obtain financing in connection with the offer and the merger and cannot guarantee that it will be able to obtain such financing on favorable terms or at all.

Smucker currently expects to finance the offer and the merger with available cash and the incurrence of new third-party debt financing, as described in “The Offer—Source and Amount of Funds.” Smucker’s ability to obtain any new such debt financing will depend on, among other factors, prevailing market conditions and other factors beyond Smucker’s control. Smucker cannot assure you that it will be able to obtain new debt financing on terms acceptable to it or at all, and any such failure could materially adversely affect its operations and financial condition. Completion of the offer and the merger is not conditioned on obtaining such new debt financing.

Smucker has outstanding debt and expects to incur additional debt in connection with the offer and the merger.

Smucker has outstanding debt and other financial obligations, each of which subjects Smucker to certain risks, including among others increasing Smucker’s vulnerability to general adverse economic and industry conditions, requiring Smucker to dedicate a portion of its cash flow from operations to payments on its debt, thereby reducing the availability of cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes, and potentially limiting Smucker’s ability to borrow additional funds or to borrow funds at rates or on other terms it finds acceptable.

The agreements governing Smucker’s existing debt contain (and it is expected that any agreements governing any additional debt that Smucker may incur or assume would contain) various operating covenants with respect to Smucker’s business. In addition, Smucker’s existing revolving credit facility requires it to comply with a maximum interest coverage ratio covenant, and its future credit facilities may also contain financial covenants. Any failure to comply with such restrictions may result in an event of default under such agreements. Such default may allow the applicable creditors to accelerate the related debt, which acceleration may trigger cross-acceleration or cross-default provisions in other debt.

Furthermore, if future debt financing is not available when required or is not available on acceptable terms, Smucker may be unable to grow its business, take advantage of business opportunities, respond to competitive pressures or refinance maturing debt, any of which could have a material adverse effect on its operating results and financial condition.

Risks Related to Smucker’s Business

Loss or interruption of supply from single-source suppliers of raw materials and finished goods could have a disruptive effect on our business and adversely affect Smucker’s results of operations.

Smucker has elected to source certain raw materials, such as packaging for Smucker’s Folgers coffee products, as well as Smucker’s Jif peanut butter, and certain finished goods, such as K-Cup^® pods, its Pup-Peroni dog snacks, and liquid coffee, from single sources of supply. While Smucker believes that, except as set forth below, alternative sources of these raw materials and finished goods could be obtained on commercially reasonable terms, loss or an extended interruption in supplies from a single-source supplier would result in additional costs, could have a disruptive short-term effect on Smucker’s business, and could adversely affect Smucker’s results of operations.

Smucker is currently in negotiations with the supplier of packaging for Smucker’s Folgers coffee products for an extension to Smucker’s supply of such packaging. The failure to obtain an extension to such supply agreement could have a material adverse effect on Smucker’s results of operations.

Keurig is Smucker’s single-source supplier for K-Cup^® pods, which are used in its proprietary Keurig^® K-Cup^® brewing system. There are a limited number of manufacturers other than Keurig that are making pods that will work in such proprietary brewing system. In addition, JDE Peet’s N.V. (“JDE Peet’s”) is Smucker’s single-

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source supplier for liquid coffee for Smucker’s Away From Home business, and there are a limited number of manufacturers other than JDE Peet’s that are able to manufacture liquid coffee. If either Keurig or JDE Peet’s are unable to supply K-Cup^® pods or liquid coffee, respectively, to Smucker for any reason, it could be difficult to find an alternative supplier for such goods on commercially reasonable terms, which could have a material adverse effect on Smucker’s results of operations.

You should read and consider the other risk factors specific to Smucker’s business that will also affect the combined company after the offer and the merger. These risks are described in Smucker’s Annual Report on Form 10-K for the fiscal year ended April 30, 2023, which is incorporated by reference into this document, and in other documents that are incorporated by reference into this document. See “Where to Obtain More Information” for the location of information incorporated by reference in this document.

Risks Related to Hostess Brands’ Business

You should read and consider the risk factors specific to Hostess Brands’ business that will also affect the combined company after the offer and the merger. These risks are described in Hostess Brands’ Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which is incorporated by reference into this document, and in other documents that are incorporated by reference into this document. See “Where to Obtain More Information” for the location of information incorporated by reference in this document.

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FORWARD-LOOKING STATEMENTS

Information both included and incorporated by reference in this document may contain forward-looking statements, within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Words such as “expects,” “anticipates,” “aims,” “projects,” “intends,” “plans,” “believes,” “estimates,” “seeks,” “assumes,” “may,” “should,” “could,” “would,” “foresees,” “forecasts,” “predicts,” “targets,” variations of such words and similar expressions are intended to identify such forward-looking statements, which may consist of, among other things, trend analyses and statements regarding future events, future financial performance, anticipated growth and industry prospects. These forward-looking statements are based on current expectations, estimates and forecasts, as well as the beliefs and assumptions of Smucker’s management, and are subject to risks and uncertainties that are difficult to predict, including:

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These and other risks and uncertainties may cause Smucker’s actual results to differ materially and adversely from those expressed in any forward-looking statements. Readers are directed to risks and uncertainties identified above under “Risk Factors” and elsewhere in this document for additional detail regarding factors that may cause actual results to be different from those expressed in Smucker’s forward-looking statements. Except as required by law, Smucker undertakes no obligation to revise or update publicly any forward-looking statements for any reason. All forward-looking statements speak only as of the date of this document. All subsequent written and oral forward-looking statements attributable to Smucker’s or any person acting on Smucker’s behalf are qualified by the cautionary statements in this section.

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THE COMPANIES

Smucker

The J. M. Smucker Company was established in 1897 and incorporated in Ohio in 1921. Smucker operates principally in one industry, the manufacturing and marketing of branded food and beverage products on a worldwide basis, although the majority of Smucker’s sales are in the U.S. Operations outside the U.S. are principally in Canada, although Smucker’s products are exported to other countries as well. Net sales outside the U.S., subject to foreign currency translation, represented 5 percent of consolidated net sales for 2023. Smucker’s branded food and beverage products include a strong portfolio of trusted, iconic, market-leading brands that are sold to consumers through retail outlets in North America.

Smucker common shares are traded on the NYSE under the ticker symbol “SJM.”

The address of Smucker’s principal executive offices is One Strawberry Lane, Orrville, Ohio 44667. Smucker’s telephone number is (330) 682-3000. Smucker also maintains an Internet site at www.jmsmucker.com. Smucker’s website and the information contained therein or connected thereto shall not be deemed to be incorporated herein, and you should not rely on any such information in making an investment decision.

The Offeror

The Offeror, a Delaware corporation, is a direct wholly owned subsidiary of Smucker. The Offeror is newly formed, and was organized for the purpose of making the offer and consummating the merger. The Offeror has engaged in no business activities to date and it has no material assets or liabilities of any kind, other than those incident to its formation and those incurred in connection with the offer and the merger. The Offeror’s address is c/o The J. M. Smucker Company, One Strawberry Lane, Orrville, Ohio 44667.

Hostess Brands

Hostess Brands produces a variety of new and classic treats including iconic Hostess^®, Donettes^®, Twinkies^®, CupCakes, Ding Dongs^®, and Zingers^®, as well as a variety of Voortman^® cookies and wafers. The Hostess^® brand dates back to 1919 when the Hostess^® CupCakes was introduced to the public, followed by Twinkies^® in 1930. Hostess Brands operates six baking facilities and utilizes distribution centers and third-party warehouses to distribute its products. Hostess Brands utilizes a direct-to-warehouse product distribution system allowing Hostess Brands to deliver to its customers’ warehouses, which in turn distributes to their retail stores and/or distributors.

Hostess Brands has one reportable segment: Snacking. The Snacking segment consists of sweet baked goods, cookies, bread and buns that are sold under the Hostess^®, Voortman^®, Dolly Madison^®, Cloverhill^® and Big Texas^® brands. Hostess^® is the second leading brand by market share within the Sweet Baked Goods (“SBG”) category, according to Nielsen U.S. total universe. For the 52-week period ended December 31, 2022, Hostess Brands’ SBG products’ (which include Hostess^®, Dolly Madison^®, Cloverhill^®, and Big Texas^®) market share was 21.2% per Nielsen’s U.S. SBG category data. Hostess Brands’ Hostess^® branded products include the #1 cupcake and mini donut products within the SBG category and Hostess Brands’ Voortman^® branded products include the #1 crème wafer and sugar free cookie products within the Cookie category.

Hostess Brands common stock is listed on Nasdaq under the ticker symbol “TWNK.”

The address of Hostess Brands’ principal executive offices is 7905 Quivira Road, Lenexa, Kansas 66215. Hostess Brands’ telephone number is (816) 701-4600. Hostess Brands also maintains an Internet site at www.hostesscakes.com. Hostess Brands’ website and the information contained therein or connected thereto shall not be deemed to be incorporated herein, and you should not rely on any such information in making an investment decision.

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THE OFFER

General

Smucker, through the Offeror, which is a direct wholly owned subsidiary of Smucker, is offering to exchange for each outstanding share of Hostess Brands common stock validly tendered and not validly withdrawn in the offer, $30.00 in cash and 0.03002 Smucker common shares, with cash in lieu of any fractional Smucker common shares, in each case without interest and subject to reduction for any applicable withholding taxes.

Hostess Brands stockholders will not receive any fractional Smucker common shares in the offer or the merger, and each Hostess Brands stockholder who otherwise would be entitled to receive a fraction of a Smucker common share pursuant to the offer or the merger will be paid an amount in cash (without interest) equal to such fractional part of a Smucker common shares multiplied by the volume weighted average price of one Smucker common share as reported on the NYSE for the ten (10) consecutive trading days ending on and including the third trading day immediately preceding the effective time, rounded to the nearest whole cent. See “Merger Agreement—Fractional Shares.”

The purpose of the offer is for Smucker to acquire control of, and ultimately the entire equity interest in, Hostess Brands. The offer is the first step in Smucker’s plan to acquire all of the outstanding Hostess Brands shares, and the merger is the second step in such plan. If the offer is completed, validly tendered (and not validly withdrawn) Hostess Brands shares will be exchanged for the transaction consideration, and if the merger is completed, any remaining Hostess Brands shares that were not tendered into the offer (other than certain converted or cancelled shares, as described further in this document) will be converted into the right to receive the transaction consideration. If the offer is completed, Smucker intends to promptly consummate the merger as the second step in such plan. The purpose of the merger is for Smucker to acquire all Hostess Brands shares that it did not acquire in the offer. Upon consummation of the merger, Hostess Brands will be a direct wholly owned subsidiary of Smucker, and the former Hostess Brands stockholders will no longer have any direct ownership interest in the surviving corporation.

Background of the Offer and the Merger

The Schedule 14D-9 includes additional information on the background, deliberations and other activities involving Hostess Brands (see the section titled “Background of the Offer and the Merger” in the Schedule 14D-9, which has been filed with the SEC and is being mailed to you and other stockholders of Hostess Brands together with this document). You are encouraged to read that section in its entirety.

Members of Smucker’s executive leadership team (the “Smucker ELT”) and the Smucker board regularly evaluate and pursue opportunities to enhance and expand Smucker’s family of beloved brands for the benefit of Smucker shareholders and Smucker’s other stakeholders. In this regard, the Smucker ELT and the Smucker board regularly review and discuss business, operational and strategic plans to enhance and complement Smucker’s existing product offerings. In connection with these efforts, the Smucker ELT and the Smucker board have periodically considered potential ways to accelerate Smucker’s convenient occasion snacking strategy, including through a potential acquisition of Hostess Brands. Mark T. Smucker, Chair of the Board, President, and Chief Executive Officer of Smucker, and Andrew Callahan, President and Chief Executive Officer of Hostess Brands, are acquaintances through their companies’ involvement in the retail foods industry, and Mr. Smucker has, from time to time, expressed to Mr. Callahan that Smucker might be interested in a potential business combination transaction with Hostess Brands should Hostess Brands be open to such a possibility. Prior to August 2023, Hostess Brands never expressed an interest in pursuing such a combination with Smucker.

In July 2023, members of the Smucker ELT met with representatives of RBC Capital Markets, LLC (“RBCCM”), Smucker’s financial advisor, to discuss Smucker’s interest in a potential acquisition of Hostess Brands in anticipation of a discussion with the Smucker board at its August 15, 2023 board meeting. At the August 15, 2023 meeting of the Smucker board, with members of the Smucker ELT and representatives of

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RBCCM and Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”), Smucker’s legal advisor, present, the Smucker board discussed with such Smucker ELT members and advisors a potential acquisition of Hostess Brands, including the strategic fit, potential benefits and risks of such a transaction, potential synergy scenarios that could arise from an acquisition of Hostess Brands, and that such a transaction was expected to be accretive to growth and margins. The Smucker board directed Mr. Smucker to approach Mr. Callahan to assess Hostess Brands’ openness to considering a potential acquisition.

Following the board meeting, on August 15, 2023, Mr. Smucker contacted Mr. Callahan to arrange a phone call, and they spoke by phone on August 18, 2023. During this discussion, Mr. Smucker conveyed Smucker’s interest in engaging with Hostess Brands regarding a potential acquisition and noted the amount of work Smucker had performed to date based on publicly available information. Mr. Smucker emphasized the friendly and confidential nature of the approach, as well as Smucker’s intent to move quickly with a compelling offer should Hostess Brands be open to such a transaction. Mr. Callahan thanked Mr. Smucker and indicated he would share Smucker’s interest with the Hostess Brands board.

On August 20, 2023, Mr. Callahan contacted Mr. Smucker indicating that Hostess Brands would be interested in receiving an acquisition proposal from Smucker and suggested that RBCCM connect with Hostess Brands’ financial advisor, Morgan Stanley & Co., LLC (“Morgan Stanley”), to discuss next steps. Later that day, as suggested, representatives of Morgan Stanley and RBCCM discussed the process for engaging, including entry into a confidentiality agreement and sharing of preliminary due diligence information to enable Smucker to provide Hostess Brands with an indicative price for a potential acquisition of Hostess Brands.

On August 21, 2023, at Smucker’s direction, representatives of RBCCM sent Smucker’s preliminary due diligence request list to representatives of Morgan Stanley, and representatives of Morgan Stanley provided representatives of RBCCM with Hostess Brands’ draft confidentiality agreement. Between August 21 and 22, 2023, representatives of Morgan, Lewis & Bockius LLP (“Morgan Lewis”), legal advisor to Hostess Brands, and representatives of Wachtell Lipton negotiated, and on August 22, 2023 Smucker and Hostess Brands entered into, a confidentiality agreement. The confidentiality agreement included a 12-month standstill provision applicable to Smucker, which did not restrict Smucker from making confidential proposals to Hostess Brands with respect to a potential acquisition. Following execution of the confidentiality agreement, representatives of Morgan Stanley shared certain financial information regarding the Hostess Brands business with representatives of RBCCM.

On August 24, 2023, certain members of the Smucker ELT and Hostess Brands management met in person, during which Hostess Brands management provided a presentation regarding Hostess Brands, and members of the Smucker ELT asked questions regarding the Hostess Brands business. Over the course of August 24 through August 30, 2023, the parties exchanged additional due diligence information and held discussions, including through their respective advisors.

On August 25, 2023, Reuters published an article speculating that Hostess Brands was exploring a potential sale.

Also on August 25, 2023, Hostess Brands provided Smucker with access to a virtual dataroom containing limited business and financial due diligence information.

On August 29, 2023, representatives of Wachtell Lipton and representatives of Morgan Lewis discussed the potential regulatory approvals that would be required in connection with an acquisition of Hostess Brands by Smucker.

On August 30, 2023, Smucker submitted to Hostess Brands a non-binding proposal offering to acquire all of the outstanding shares of Hostess Brands for $32.00–$33.00 per share in cash. The proposal indicated that Smucker would finance the transaction, which would not be subject to a financing condition, through a combination of cash on hand and committed debt financing. The proposal noted that RBCCM had confirmed to Smucker that

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RBCCM was highly confident that it would be able to arrange the necessary debt financing for an acquisition of Hostess Brands, and that Smucker would enter into customary commitment documentation simultaneously with entering into definitive transaction documents.

On August 31, 2023, representatives of Morgan Stanley contacted representatives of RBCCM to convey that Smucker’s proposal did not represent the highest value when compared to other potential buyers, but that Hostess Brands appreciated the speed with which the Smucker team prepared its proposal and that Hostess Brands was prepared to continue discussions with Smucker. Morgan Stanley stated that Smucker would need to improve its proposal should it wish to acquire Hostess Brands and that representatives of Morgan Lewis would be providing representatives of Wachtell Lipton with a draft merger agreement.

From August 31 through September 7, 2023, the parties exchanged additional due diligence information and held discussions, including in various expert sessions.

On September 1, 2023, with permission from Morgan Stanley on behalf of Hostess Brands, Smucker contacted BofA Securities, Inc. (“BofA”) with respect to financing the potential acquisition, and thereafter continued discussions with both Royal Bank of Canada (“RBC”) and BofA with respect to financing, as well as engaging BofA as an additional financial advisor.

On September 2, 2023, representatives of Morgan Lewis shared a draft merger agreement with representatives of Wachtell Lipton.

On September 3, 2023, representatives of Morgan Stanley informed representatives of RBCCM that there was a possibility that Hostess Brands would receive a final proposal and enter into definitive agreements within one week, and therefore Smucker should accelerate its efforts should it wish to be competitive with other offers that Hostess Brands might receive.

On September 4, 2023, Mr. Smucker and Mr. Callahan had a call to discuss the status of discussions.

On September 5 and 6, 2023, representatives of Smucker toured Hostess Brands’ Emporia, Kansas, Edgerton, Kansas, Arkadelphia, Arkansas and Columbus, Georgia facilities.

On September 6, 2023, representatives of Wachtell Lipton sent representatives of Morgan Lewis a revised draft of the merger agreement. On September 7, 2023, representatives of Wachtell Lipton and Morgan Lewis discussed Wachtell Lipton’s proposed revisions to the merger agreement and next steps with respect to the negotiation of definitive documents.

During the morning of September 8, 2023, at a special meeting of the Smucker board, members of the Smucker ELT and representatives of RBCCM and Wachtell Lipton provided the Smucker board with an update regarding the potential acquisition of Hostess Brands, including a summary provided by representatives of Wachtell Lipton of the key terms of the draft merger agreement. The Smucker board authorized the Smucker ELT and Smucker’s advisors to continue to pursue negotiation of a definitive agreement to acquire Hostess Brands and to submit a revised confidential non-binding proposal to acquire Hostess Brands at a higher value than the previous indicative value of $32.00–$33.00 per share. 

Later on September 8, 2023, at Smucker’s direction, representatives of RBCCM contacted representatives of Morgan Stanley to inform them that, following the call, Smucker would be submitting to Hostess Brands a revised confidential written proposal offering to acquire all of the outstanding shares of Hostess Brands for $33.50 per share, consisting of $27.00 per share in cash and 0.04591 Smucker common shares (having a value of $6.50 based on the September 8, 2023 closing price of Smucker common shares) (the “September 8 Proposal”). Following the call, the written September 8 Proposal was provided along with a revised draft of the merger agreement prepared by Wachtell Lipton, incorporating feedback that had been received in discussions with representatives of Morgan Lewis, and draft documentation evidencing committed debt financing.

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On September 9, 2023, representatives of Morgan Stanley held discussions with representatives of RBCCM regarding the September 8 Proposal, including regarding the change in the form of consideration from cash to a combination of cash and Smucker common shares. Representatives of Morgan Stanley indicated to representatives of RBCCM that Smucker would need to increase both the cash portion and the overall value of its proposal to be competitive with other bids. Representatives of Morgan Stanley suggested that Smucker consider an offer of at least $30.00 per share in cash and $5.00 per share in stock.

On the afternoon of September 9, 2023, following a discussion among the Smucker ELT and its advisors regarding the feedback that had been provided by representatives of Morgan Stanley, at Smucker’s direction, representatives of RBCCM verbally communicated to representatives of Morgan Stanley Smucker’s revised proposal of $29.00 per share in cash and $5.00 per share in Smucker common shares, based on the September 8, 2023 closing price of Smucker common shares. During this discussion, representatives of Morgan Stanley indicated that while the increase in value did not meet the amount indicated by Morgan Stanley in the prior conversation, it was a productive move and would be considered. Morgan Stanley also relayed the importance of moving quickly to finalize definitive agreements in order to be in position to announce a transaction as soon as the morning of Monday, September 11, 2023.

Subsequently on September 9, 2023, representatives of Morgan Stanley contacted representatives of RBCCM to provide additional feedback regarding the verbal proposal that had been communicated on behalf of Smucker. Representatives of Morgan Stanley noted that the transaction committee of the Hostess Brands board had met and had not made a decision but had instructed Morgan Stanley to request that Smucker further revise its proposal. Specifically, representatives of Morgan Stanley communicated to representatives of RBCCM the transaction committee’s request that Smucker consider again a price of $30.00 per share in cash and $5.00 per share in Smucker common shares, with the shares portion subject to a fully floating exchange ratio.

On the evening of September 9, 2023, in response to the feedback from representatives of Morgan Stanley and following a discussion among the Smucker ELT and its advisors, Smucker submitted to Hostess Brands a further revised proposal offering to acquire all of the outstanding Hostess Brands shares for $34.00 per share, consisting of $30.00 per share in cash and 0.0283 shares of Smucker common shares(having a value of $4.00 based on the September 8, 2023 closing price of Smucker common shares) (the “September 9 Proposal”). The September 9 Proposal indicated that the Smucker common shares portion of the consideration would be subject to a floating exchange ratio within a symmetrical 5% collar, depending on the volume-weighted average price of Smucker common shares over the ten (10)-day trading period immediately prior to the third trading day prior to the closing of the acquisition.

Following receipt of the September 9 Proposal, representatives of Morgan Stanley contacted representatives of RBCCM, observing that Smucker had not offered the value that had been requested, but acknowledging the significant efforts Smucker had made in its proposals. Representatives of Morgan Stanley noted that the Hostess Brands board would be convening the following morning to evaluate the proposals it had received, but stated it remained uncertain as to the likely decision of the Hostess Brands board and accordingly invited Smucker to submit any improvements in Smucker’s proposal prior to the Hostess Brands board meeting.

On the evening of September 9, 2023 and early in the morning on September 10, 2023, representatives of Morgan Lewis sent representatives of Wachtell Lipton proposed revisions to certain sections of the merger agreement.

During the morning of September 10, 2023, the Smucker ELT and representatives of RBCCM and Wachtell Lipton held a meeting to discuss Morgan Stanley’s feedback on the September 9 Proposal. During this discussion, the Smucker ELT and Smucker’s advisors discussed the benefits and complexities relating to the structure of the September 9 Proposal, and pursuant to its prior authorization by the Smucker board, the Smucker ELT agreed to propose a final offer of $30.00 per share in cash and 0.03002 shares of Smucker common shares (having a value of $4.25 based on the September 8, 2023 closing price of Smucker common shares), with a fixed exchange ratio (the “Final Proposal”).

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Later in the morning on September 10, 2023, in advance of the meeting of the Hostess Brands board, at Smucker’s direction, representatives of RBCCM verbally communicated Smucker’s Final Proposal to representatives of Morgan Stanley, following which the representatives of RBCCM submitted, on behalf of Smucker, an updated written proposal letter from Smucker reflecting the Final Proposal.

Also in the morning of September 10, 2023, Mr. Smucker contacted Mr. Callahan to confirm that Smucker was prepared to finalize and execute the definitive transaction documents quickly if the Final Proposal was accepted. Representatives of Wachtell Lipton sent representatives of Morgan Lewis a revised draft of the merger agreement reflecting the Final Proposal, and representatives of Wachtell Lipton and Morgan Lewis continued to negotiate the terms of the merger agreement throughout the day.

Following the meeting of the Hostess Brands board in the morning of September 10, 2023, representatives of Morgan Stanley communicated to representatives of RBCCM that the Hostess Brands board would be meeting again later in the day to make a decision. Morgan Stanley also stated that the Hostess Brands board had directed Hostess Brands management and Morgan Stanley to arrange a due diligence call with Smucker to enable Hostess Brands to better assess the stock component of the consideration proposed by Smucker. 

In the afternoon of September 10, 2023, Hostess Brands management and certain members of the Smucker ELT held a meeting, with representatives of RBCCM in attendance, during which Hostess Brands management asked questions and performed due diligence on Smucker regarding the Smucker common shares portion of the consideration proposed in the Final Proposal.

Later in the afternoon of September 10, 2023, the Smucker board held a meeting at which the Smucker ELT, representatives of RBCCM and representatives of Wachtell Lipton provided an update on the status of discussions with Hostess Brands and its advisors with respect to the proposed acquisition. The Smucker board reviewed the material terms and conditions of the proposed transaction. RBCCM discussed with the Smucker board certain financial aspects of the proposed transaction, and representatives of Wachtell Lipton provided an update on the material terms of the proposed merger agreement and financing documentation. The Smucker board then engaged in further discussion and deliberations, following which the Smucker board determined that the merger agreement and the transactions contemplated thereby, including the offer, the merger, the issuance of Smucker common shares in connection therewith, and the incurrence of debt to finance the transaction, were advisable and fair to, and in the best interests of, Smucker and its stockholders, and approved entry into the merger agreement and the financing documentation.

Later in the afternoon of September 10, 2023, following the Smucker board meeting, representatives of Morgan Stanley contacted representatives of RBCCM to inform them that, at the meeting, the Hostess Brands board had approved entry into the transaction with Smucker, subject to satisfactory negotiation and finalization of the definitive transaction documents, and that the parties should work expeditiously to finalize the definitive documentation for the transaction. Mr. Callahan also contacted Mr. Smucker to reiterate the message that had been delivered by Morgan Stanley.

Representatives of Wachtell Lipton and Morgan Lewis engaged in negotiations regarding the merger agreement and other definitive transaction documents throughout the afternoon and evening of September 10, 2023. On the evening of September 10, 2023, following completion of such negotiations, Smucker, Hostess Brands, and the Offeror executed the merger agreement, and Smucker entered into definitive financing documentation with BofA and RBC.

On September 11, 2023, prior to the opening of trading of Smucker common shares on the NYSE and Hostess Brands common stock on Nasdaq, Smucker issued a press release announcing the execution of the merger agreement to acquire Hostess Brands.

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Smucker’s Reasons for the Offer and the Merger

In reaching its decision to approve the merger agreement, the offer, the merger and the other transactions contemplated by the merger agreement, the Smucker board consulted with Smucker’s management, as well as Smucker’s financial and legal advisors, and considered a number of factors, including the following factors which it viewed as supporting its decision to approve the merger agreement, the offer, the merger and the other transactions contemplated by the merger agreement (not in any relative order of importance):

The Smucker board also considered a variety of uncertainties and risks and other potentially negative factors concerning the transactions, including the following (not in any relative order of importance):

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The Smucker board concluded that the potential negative factors associated with the acquisition were outweighed by the potential benefits of completing the offer and the merger. Accordingly, the Smucker board approved the merger agreement, the offer, the merger and the other transactions contemplated by the merger agreement.

The foregoing discussion of the information and factors considered by the Smucker board is not intended to be exhaustive but includes the material positive and negative factors considered by the Smucker board. In view of the variety of factors considered in connection with its evaluation of the acquisition, the Smucker board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination. In addition, individual directors may have given different weights to different factors. The Smucker board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Smucker board based its determination on the totality of the information presented.

Hostess Brands’ Reasons for the Offer and the Merger; Recommendation of the Hostess Brands Board of Directors

The Hostess Brands board unanimously (i) declared that the merger agreement and the transactions contemplated thereby, including the merger and the offer, are advisable, (ii) determined that the merger agreement and the transactions contemplated thereby, including the merger and the offer, are fair to and in the best interests of the stockholders of Hostess Brands, (iii) approved the merger agreement and the transactions contemplated thereby, including the merger and the offer, upon the terms and subject to the conditions contained the merger agreement, taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the charter of Hostess Brands will not apply with respect to or as a result of the offer, the merger, the

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merger agreement and the transactions contemplated thereby, and (iv) resolved, upon and subject to the terms and conditions therein, to recommend that Hostess Brands stockholders accept the offer and tender their shares of Hostess Brands common stock, (v) duly authorized and approved the execution and delivery of the merger agreement, the performance by Hostess Brands of its covenants and other obligations thereunder, and the consummation of the transactions contemplated thereby upon the terms and subject to the conditions set forth therein, and (vi) resolved that the merger agreement and the transactions contemplated thereby will be governed by and effected under Section 251(h) and other relevant provisions of the DGCL. Accordingly, for the reasons described in more detail below, the Hostess Brands board unanimously recommends that Hostess Brands’ stockholders accept the offer and tender their shares of Hostess Brands common stock to the Offeror pursuant to the offer.

In evaluating the merger agreement and the transactions contemplated thereby, including the offer and the merger, the Hostess Brands board and the transaction committee of the Hostess Brands board consulted with Hostess Brands management, as well as Morgan Stanley, its financial advisor, and Morgan Lewis, Hostess Brands’ outside legal counsel. In the course of the Hostess Brands board reaching its determination that the merger agreement and the transactions contemplated thereby, including the merger and the offer are advisable and to recommend that holders of Hostess Brands common stock accept the offer and tender their Hostess Brands shares in the offer, the Hostess Brands board and the transaction committee reviewed, evaluated, and considered a significant amount of information and numerous factors and benefits of the offer and the merger, each of which the Hostess Brands board believed supported its unanimous determination and recommendation. As a result, for the reasons set forth below, the Hostess Brands board recommends that Hostess Brands’ stockholders tender their Hostess Brands shares in response to the offer:

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The Hostess Brands board also considered a variety of material uncertainties and risks and other potentially negative factors in its deliberations concerning the offer, the merger and the transactions contemplated thereby, including, but not limited to, the following:

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The foregoing discussion of the information and factors considered by the Hostess Brands board is intended to be illustrative and not exhaustive but includes the material reasons and factors considered. In view of the wide variety of reasons and factors considered, the Hostess Brands board did not find it practical to, and did not, quantify or otherwise assign relative weights to the specified factors considered in reaching its determinations or the reasons for such determinations. Individual directors may have given differing weights to different factors or may have had different reasons for their ultimate determination. In addition, the Hostess Brands board did not reach any specific conclusion with respect to any of the factors or reasons considered. Instead, the Hostess Brands board conducted an overall analysis of the factors and reasons described above and determined that, in the aggregate, the potential benefits considered outweighed the potential risks or possible negative consequences of the offer and the merger.

The foregoing description of the consideration by the Hostess Brands board of the reasons supporting the merger agreement and the transactions is forward-looking in nature. This information should be read in light of the factors discussed in “Forward-Looking Statements” and in “Item 8—Additional Information—Cautionary Statement Regarding Forward-Looking Statements” in the Schedule 14D9, which has been filed with the SEC and is being mailed to you and other stockholders of Hostess Brands together with this document.

Opinion of Financial Advisor to the Hostess Brands Board

Hostess Brands retained Morgan Stanley to act as its financial advisor in connection with the exploration of potential strategic alternatives by the Hostess Brands board and to provide financial advice and assistance in connection therewith and, upon Hostess Brands’ request, to render a financial opinion in connection therewith. Hostess Brands selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise and reputation and its knowledge of the business and affairs of Hostess Brands and the industry in which it operates. At the meeting of the Hostess Brands board on September 10, 2023, Morgan Stanley rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion, dated September 10, 2023, to the Hostess Brands board to the effect that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in Morgan Stanley’s written opinion, the transaction consideration to be received by the holders of Hostess Brands common stock (other than the Excluded Shares as defined in such written opinion) pursuant to the merger agreement was fair from a financial point of view to such holders of shares of Hostess Brands common stock.

The full text of Morgan Stanley’s written opinion to the Hostess Brands board, dated September 10, 2023, is attached to this prospectus/offer to exchange as Annex B and is incorporated by reference herein in its entirety. Holders of shares of Hostess Brands common stock should read the opinion carefully and in its entirety. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley in rendering its opinion. Morgan Stanley’s opinion was directed to the Hostess Brands board and addressed only the fairness, from a financial point of view, as of the date of the opinion, of the transaction consideration to be received by holders of shares of Hostess Brands common stock (other than the Excluded Shares) pursuant to the merger agreement, and does not address any other term or aspect of the merger agreement or the transactions contemplated thereby or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection therewith, including, without limitation, the tax receivable agreement entered into as of November 4, 2016, among Hostess Brands and certain former stockholders thereof (the “Tax Receivable Agreement”) or any arrangements relating to such agreement, the relative merits of the merger as compared to any other alternative business transaction or other alternatives, or the prices at which Smucker common shares

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would trade following consummation of the merger or at any time. Morgan Stanley’s opinion was not intended to, and does not constitute an opinion or a recommendation as to how holders of shares of Hostess Brands common stock should act or vote in connection with any of the transactions contemplated by the merger agreement, including, without limitation, as to whether or not such holder should tender its Hostess Brands common stock into the offer. The summary of Morgan Stanley’s opinion set forth in this prospectus/offer to exchange is qualified in its entirety by reference to the full text of Morgan Stanley’s opinion.

For purposes of rendering its opinion, Morgan Stanley:

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by Hostess Brands, and formed a substantial basis for its opinion. With respect to the financial projections and management’s estimation of the early termination payment in respect of the Tax Receivable Agreement, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Hostess Brands of the future financial performance of Hostess Brands. In addition, Morgan Stanley assumed that the merger will be consummated in accordance with the terms set forth in the merger agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that Smucker will obtain financing in accordance with the terms set forth in the Commitment Letter, and that the definitive merger agreement will not differ in any material respect from the draft thereof furnished to Morgan Stanley. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed merger, no delays, limitations, conditions or restrictions would be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed merger. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of Hostess Brands and its legal, tax and regulatory advisors with respect to legal, tax and regulatory matters. Morgan Stanley did not express any view on, and its opinion did not address, any other

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term or aspect of the merger agreement or the transactions contemplated thereby or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection therewith, including without limitation, the Tax Receivable Agreement or any arrangements relating to such agreement. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Hostess Brands’ officers, directors or employees, or any class of such persons, relative to the transaction consideration to be received by the holders of shares of Hostess Brands common stock (other than the Excluded Shares) in the transaction. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Hostess Brands or Smucker, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, September 10, 2023. Events occurring after September 10, 2023 may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion. Morgan Stanley’s opinion did not address the relative merits of the transactions contemplated by the merger agreement as compared to other strategic alternatives that might be available to Hostess Brands, nor did it address the underlying business decision of Hostess Brands to enter into the merger agreement or proceed with any other transaction contemplated by the merger agreement.

Summary of Financial Analyses

The following is a summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion to the Hostess Brands board. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those financial analyses. Unless stated otherwise, the following quantitative information, to the extent that it is based on market data, is based on market data as of September 8, 2023, which was the last trading day before the September 10, 2023 presentation by Morgan Stanley to the Hostess Brands board, and is not necessarily indicative of current market conditions. In performing its financial analyses summarized below and in arriving at its opinion, with the consent of the Hostess Brands board, Morgan Stanley used and relied upon the following financial projections: (i) certain financial projections provided by Hostess Brands management, as more fully described below in the section entitled “—Certain Hostess Brands Management Projections”, which are referred to below as the “Management Case,” and (ii) the median of certain publicly available estimates for Hostess Brands for Adjusted EBITDA and Adjusted EPS (each as defined below) for the calendar year 2023 prepared by the equity research analysts covering Hostess Brands sourced from Capital IQ as of September 8, 2023, which medians were $323 million Adjusted EBITDA and $1.12 Adjusted EPS, and which are referred to below as the “Street Case.”

For purposes of Morgan Stanley’s opinion and the analyses described below, and with the consent of Hostess Brands management, Morgan Stanley assumed that the merger consideration is $34.25 per share consisting of cash consideration of $30.00 per share and assumed stock consideration of $4.25 per share, based on a merger exchange ratio equal to 0.03002 of a Smucker common share multiplied by the closing price of Smucker common shares as of September 8, 2023 of $141.58.

Some of the financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole. Furthermore, mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using the data referred to below. Assessing any portion of such analyses and of the factors reviewed, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion.

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Certain of the following terms are used throughout this summary of financial analyses:

Comparable Companies Analysis

Morgan Stanley performed a comparable companies analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared the Street Case for Hostess Brands with comparable publicly available consensus equity analyst research estimates for selected companies, selected based on Morgan Stanley’s professional judgement and experience, that share similar business characteristics and have certain comparable operating characteristics including, among other things, similarly sized revenue and/or revenue growth rates, market capitalizations, profitability, scale and/or other similar operating characteristics (these companies are referred to as the “comparable companies”).

For purposes of this analysis, Morgan Stanley analyzed the ratio of AV / Adj. EBITDA estimated for calendar year 2023 of Hostess Brands and the ratio of AV / Adj. EBITDA estimated for calendar year 2023 of each of the comparable companies based on publicly available financial information. To determine AV / Adj. EBITDA, Morgan Stanley calculated the AV based on publicly available information and utilized Adj. EBITDA prepared by equity research analysts and compiled by Capital IQ, available as of September 8, 2023. The AV / Adj. EBITDA for Hostess Brands was calculated as of August 24, 2023 (the last unaffected date for Hostess Brands’ share price), and the AV / Adj. EBITDA for the comparable companies was calculated as of September 8, 2023 (other than in respect of Sovos Brands, Inc., for which market data as of August 4, 2023 was used, which was the last trading day prior to the announcement that it had entered into an agreement to be acquired by Campbell Soup Company). Morgan Stanley also analyzed the ratio of price per share as of August 24, 2023, to adjusted earnings per share estimated for calendar year 2023, which ratio Morgan Stanley referred to as P / E, of Hostess Brands and the ratio of P / E estimated for calendar year 2023 of each of the comparable companies based on publicly available financial information for comparison purposes.

These companies and their applicable multiples were the following:

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Based on its analysis of the relevant metrics for each of the comparable companies and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges of financial multiples set forth in the table below, and applied these ranges of multiples to the estimated Adj. EBITDA and earnings per share for calendar year 2023 for Hostess Brands from the Management Case and the Street Case. For calendar year 2023, estimated Adj. EBITDA and adjusted earnings per share for Hostess Brands were $325 million and $1.13, respectively, in the Management Case and $323 million and $1.12, respectively, in the Street Case. Based on the estimated outstanding shares of Hostess Brands common stock on a fully diluted basis as of August 31, 2023, as provided by Hostess Brands management, Morgan Stanley derived the following implied per share value ranges for Hostess Brands common stock, rounded to the nearest $0.05:

No company utilized in the comparable companies analysis is identical to Hostess Brands. In evaluating the comparable companies, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Hostess Brands’ control. These include, among other things, the impact of competition on Hostess Brands’ business and its industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Hostess Brands and its industry, and in the financial markets in general. Mathematical analysis (such as determining the mean or median) is not in itself a meaningful method of using selected company data.

Precedent Transactions Analysis

Morgan Stanley performed a precedent transactions analysis, which is designed to imply a value of a company based on publicly available financial terms of selected transactions that share some characteristics with the potential transaction. Morgan Stanley selected these transactions based on Morgan Stanley’s professional judgement and experience.

Morgan Stanley reviewed the selected transactions, which are listed below, for, among other things, the ratio of the AV implied by the consideration paid in each transaction to each target company’s Adjusted EBITDA for the latest-available last 12-month period at the time of the applicable transaction announcement dates (“LTM Adj. EBITDA”).

Based on its analysis of the relevant metrics and time frame for each of the transactions listed above and upon the application of its professional judgment and experience, Morgan Stanley selected a representative range of

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implied AV / LTM Adj. EBIDTA multiples of 16.0x to 20.0x for the transactions and applied this range to the Adjusted EBITDA of Hostess Brands for the twelve-month period ended June 30, 2023. Morgan Stanley calculated the estimated implied value per share, rounded to the nearest $0.05, as $29.75 to $38.80 per share of Hostess Brands common stock.

No company or transaction utilized in the precedent transactions analysis is identical to Hostess Brands or the merger. In evaluating the precedent transactions, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Hostess Brands’ control. These include, among other things, the impact of competition on Hostess Brands’ business and its industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Hostess Brands and its industry, and in the financial markets in general, which could affect the public trading value of the companies and the aggregate value and equity value of the transactions to which they are being compared. Mathematical analysis (such as determining the mean or median) is not in itself a meaningful method of using selected transaction data.

Discounted Equity Value Analysis

Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into a theoretical estimate of the future implied value of a company’s price per share as a function of such company’s estimated future earnings and a theoretical range of trading multiples. The resulting estimated future implied value is subsequently discounted back to the present day at Hostess Brands’ cost of equity in order to arrive at an illustrative estimate of the present value for Hostess Brands’ theoretical future implied stock price.

Morgan Stanley calculated ranges of implied equity values per share estimated as of December 31, 2025. In arriving at the estimated equity values per share of Hostess Brands Common Stock, Morgan Stanley applied a AV / NTM Adj. EBITDA for the next twelve months (following December 31, 2025) ratio range of 12.0x to 14.5x to the Management Case. Morgan Stanley then discounted the resulting price per share to June 30, 2023 at a discount rate equal to Hostess Brands’ estimated cost of equity as of September 8, 2023 of 8.2%. Morgan Stanley estimated the cost of equity for Hostess Brands by using the capital asset pricing model and based on its professional judgment and experience.

Based on this analysis, Morgan Stanley calculated the estimated implied value per share of Hostess Brands common stock, rounded to the nearest $0.05, as $28.00 to $34.40 per share of Hostess Brands common stock:

Discounted Cash Flow Analysis

Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future Unlevered Free Cash Flows and terminal value of such company. In connection with this analysis, Morgan Stanley calculated a range of per share equity values for Hostess Brands.

Morgan Stanley calculated the estimated present value of the Unlevered Free Cash Flows that Hostess Brands was forecasted to generate for the six months ending December 31, 2023 and calendar years 2024 through 2028 based on Hostess Brands Management Forecasted Financial Information as set forth in the section entitled “The Merger—Certain Hostess Brands Management Projections.” For purposes of this analysis, Unlevered Free Cash Flows were calculated as Adjusted EBITDA less share based compensation (which was treated as a cash expense for this purpose), less any increase in net working capital (or, if applicable, plus any reduction in net working capital), less capital expenditures, less unlevered cash tax expense and plus change in deferred taxes. Morgan Stanley derived the estimated Unlevered Free Cash Flows using inputs provided by Hostess Brands and with the consent of Hostess Brands management. Morgan Stanley estimated the terminal NTM Adjusted EBITDA as of December 31, 2028, to be $499 million by applying certain assumed revenue growth rate, margin and non-cash items assumptions with the consent of Hostess Brands management.

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Morgan Stanley calculated terminal values for Hostess Brands by applying a range of multiples of NTM Adjusted EBITDA of 12.0x to 15.0x, based on Morgan Stanley’s professional judgment, to the estimated NTM Adjusted EBITDA of Hostess Brands as of December 31, 2028. The resulting calculated terminal value range was approximately $6.0 billion (at 12.0x) to $7.5 billion (at 15.0x). Morgan Stanley discounted the Unlevered Free Cash Flows and terminal value to present value as of June 30, 2023 using mid-year convention and a range of discount rates from 7.6% to 8.9%, which were selected based on Morgan Stanley’s professional judgment to reflect an estimate of Hostess Brands’ weighted average cost of capital (“WACC”). To calculate the implied equity value, Morgan Stanley then adjusted the discounted value of Unlevered Free Cash Flows and terminal value by subtracting the net debt as of June 30, 2023 of $886 million and an estimated early termination repayment amount related to the Tax Receivable Agreement of $85 million as provided by management of Hostess Brands on September 5, 2023. To calculate the implied per share equity value, Morgan Stanley then divided the implied equity value by the number of fully diluted shares of Hostess Brands common stock outstanding as of August 31, 2023, as provided by management of Hostess Brands using the treasury stock method.

Based on this analysis, Morgan Stanley calculated the estimated implied value per share of Hostess Brands common stock, rounded to the nearest $0.05, as $28.10 to $37.55 per share of Hostess Brands common stock.

Other Information

Morgan Stanley also observed additional factors and information that were not considered part of Morgan Stanley’s financial analysis with respect to its opinion, but which were noted as reference data for the Hostess Brands board, including the following information described below under “—Unaffected Equity Research Analyst Price Targets” and “—Unaffected Historical Trading Range.”

Unaffected Equity Research Analyst Price Targets

Morgan Stanley reviewed future public market trading price targets for Hostess Brands common stock, prepared and published by selected equity research analysts prior to the unaffected date of August 24, 2023, based on publicly available consensus equity analyst research estimates. These forward targets reflected each analyst’s estimate of the 12-month future public market trading price of Hostess Brands common stock, and ranged from $24.00 to $31.00 per share of Hostess Brands common stock on an undiscounted basis. Morgan Stanley also discounted these 12-month future market trading price estimates by the estimated cost of equity for Hostess Brands of 8.2%, which was selected based upon Morgan Stanley’s professional judgment and experience, resulting in discounted analyst price targets, rounded to the nearest $0.05, of $22.20 to $28.65 per share of Hostess Brands common stock.

The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for Hostess Brands common stock and these estimates are subject to uncertainties, including the future financial performance of Hostess Brands and future financial market conditions.

The analyst price target and discounted analyst price target analysis was presented for reference purposes only and was not relied upon for valuation purposes.

Unaffected Historical Trading Range

Morgan Stanley reviewed the historical range of closing stock prices of Hostess Brands common stock for the 52-week period ended on the unaffected date of August 24, 2023. Morgan Stanley observed that, during this period, the low and high intraday prices for shares of Hostess Brands common stock were $21.59 and $29.00 per share of Hostess Brands common stock, respectively.

The historical trading range analysis was presented for reference purposes only and was not relied upon for valuation purposes.

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General

In connection with the review of the merger by the Hostess Brands board, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of Hostess Brands.

In performing its analyses, Morgan Stanley made numerous judgments and assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond the control of Hostess Brands. These include, among other things, the impact of competition on Hostess Brands’ business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Hostess Brands, the industry, or the financial markets in general. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view of the transaction consideration to be received by the holders of shares of Hostess Brands common stock (other than the Excluded Shares) and in connection with the delivery of its written opinion, dated September 10, 2023, to the Hostess Brands board. These analyses do not purport to be appraisals or to reflect the prices at which shares of Hostess Brands common stock might actually trade.

The transaction consideration to be received by the holders of shares of Hostess Brands common stock was determined through arm’s length negotiations between Hostess Brands and Smucker and was approved by the Hostess Brands board. Morgan Stanley provided financial advice to the Hostess Brands board during these negotiations but did not, however, recommend any specific merger consideration to Hostess Brands or the Hostess Brands board or opine that any specific merger consideration constituted the only appropriate merger consideration for the merger. Morgan Stanley’s opinion did not address the relative merits of the merger as compared to any other alternative business or financial strategies or transaction or whether or not such alternatives could be achieved or are available, nor did it address the underlying business decision of Hostess Brands to enter into the merger agreement or proceed with the merger. In addition, Morgan Stanley’s opinion did not in any manner address the prices at which Smucker common shares would trade following consummation of the merger or at any time.

Morgan Stanley’s opinion was not intended to, and does not constitute an opinion or a recommendation as to how holders of shares of Hostess Brands common stock should act or vote in connection with any of the transactions contemplated by the merger agreement, including, without limitation, as to whether or not such holder should tender its Hostess Brands common stock into the offer. Morgan Stanley’s opinion and its presentation to the Hostess Brands board was one of many factors taken into consideration by the Hostess Brands board in deciding to approve the merger agreement and the transactions contemplated thereby, including the merger. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Hostess Brands board with respect to the transaction consideration or of whether the Hostess Brands board would have been willing to agree to a different merger consideration. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with Morgan Stanley’s customary practice.

Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading

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and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of their customers, in debt or equity securities or loans of Hostess Brands, Smucker, or any other company, or any currency or commodity, that may be involved in the merger, or any related derivative instrument.

Under the terms of its engagement, Morgan Stanley has acted as financial advisor to Hostess Brands, including providing the Hostess Brands board with a written financial opinion, described in this section and attached as Annex B, in connection with the merger, and Hostess Brands has agreed to pay Morgan Stanley a fee of approximately $61 million for its services, of which $7.5 million was payable upon the rendering of such opinion and the remainder of which is contingent upon the closing of the merger (or another transaction in which 50% or more of Hostess Brands common stock (or all or substantially all of Hostess Brands’ assets) is sold). Hostess Brands has also agreed to reimburse Morgan Stanley for certain of its reasonable expenses, including fees of outside counsel. In addition, Hostess Brands has agreed to indemnify Morgan Stanley and its affiliates, and its and their respective current and former officers, directors, employees and agents and each other person, if any, controlling Morgan Stanley or any of its affiliates, against certain liabilities and expenses, related to, arising out of or in connection with Morgan Stanley’s engagement.

In the two years prior to the date of Morgan Stanley’s opinion, Morgan Stanley and its affiliates have provided financial advisory and financing services for Hostess Brands and have received aggregate fees of less than approximately $1 million from Hostess Brands in connection with such financial advisory and financing services. In the two years prior to the date of Morgan Stanley’s opinion, Morgan Stanley and its affiliates have not received any fees from Smucker in connection with financial advisory or financing services provided to such entities. Morgan Stanley and its affiliates may also seek to provide financial advisory and financing services to Smucker and Hostess Brands and their respective affiliates in the future and would expect to receive fees for the rendering of these services.

Certain Hostess Brands Management Projections

Hostess Brands does not, as a matter of course, publicly disclose long-term projections as to future performance or earnings given, among other things, the inherent difficulty of predicting financial performance for future periods. In the course of its evaluation of potential strategic alternatives and specifically the transactions contemplated by the merger agreement, however, Hostess Brands management provided certain internal financial forecasts and estimates for the fiscal years 2023-2028 (the “Projections”), summarized below, to the Hostess Brands board and to Morgan Stanley, Hostess Brands’ financial advisor, in connection with the rendering of its opinion described under “—Opinion of Financial Advisor to the Hostess Brands Board.” The Projections were also provided to Smucker and certain other prospective acquirers of Hostess Brands in connection with their respective due diligence reviews of Hostess Brands.

The Projections were developed under the assumption of continued standalone operation and did not give effect to any changes or expenses as a result of the transactions contemplated by the merger agreement or any effects of the transactions. The Projections were not prepared with a view toward public disclosure and, accordingly, do not necessarily comply with the published guidelines of the SEC regarding projections and the use of measures other than generally accepted accounting principles as applied in the United States (“GAAP”), the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial projections or forecasts, or generally accepted accounting principles. Neither Hostess Brands’ independent registered public accounting firm nor any other independent accountants have compiled, examined or performed any procedures with respect to the Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the Projections.

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The Projections, while presented with numerical specificity, necessarily were based on numerous variables, assumptions and judgments, including, but not limited to, those relating to general business, economic, competitive, market and financial conditions and other future events, as well as matters specific to Hostess Brands’ business, all of which are difficult to predict and many of which are beyond Hostess Brands’ control. The projected increases in annual revenue were based on Hostess Brands management’s assumptions with respect to sales volume and pricing. The Projections assume a slight decrease in sales volume in 2023, followed by an increase of approximately 6% in 2024, with smaller mid-single digit increases each subsequent year resulting from innovation, advertising, revenue growth management initiatives and execution. The Projections also assume modest price increases to partially offset inflation. Projected increases in gross profit assume 1% annual inflation with respect to cost of goods sold in 2024 with a step up to 2% in 2025 and 3% in 2026 and beyond and higher costs associated with the increase in production in the new Arkadelphia, Arkansas facility in 2024. With respect to selling, general and administrative costs, or SG&A costs, the Projections assume approximately $17 million in incremental advertising and marketing costs in 2024, followed by approximately $13 million incremental for each year thereafter; selling expenses of approximately 2.9% of net revenue; and 3.0% annual inflation of general and administrative costs. Projected free cash flow assumes capital expenditures return to levels more in line with historical levels by 2025.

The Projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. There can be no assurance that the forecasted results will be realized or that actual results will not be significantly higher or lower than forecasted. The Projections cover multiple years and such forecasts by their nature become less predictive with each successive year. The assumptions also reflect assumptions as to certain business decisions that are subject to change. The Projections cannot, therefore, be considered a guaranty of future operating results, and should not be relied on as such. None of Hostess Brands, Smucker, the Offeror, any of their respective affiliates, financial advisors or representatives or any other person assumes any responsibility for the validity, reasonableness, accuracy or completeness of the Projections described below.

The Projections are forward-looking statements. For information on factors that may cause Hostess Brands’ future financial results to materially vary, see “Item 8. Additional Information—Forward-Looking Statements” in the Schedule 14D-9.

Certain of the Projections were prepared on a non-generally accepted accounting principles (non-GAAP) basis, and Hostess Brands management did not include in the Projections a reconciliation to the most directly comparable GAAP financial measure because of, among other things, the inherent difficulty in forecasting and quantifying certain amounts that would be necessary for such reconciliation.

The information from the Projections set forth below should be evaluated, if at all, in conjunction with the historical consolidated financial statements and other information regarding Hostess Brands contained elsewhere in this prospectus/offer to exchange, the Schedule 14D-9 and Hostess Brands’ public filings with the SEC. In light of the foregoing factors and the uncertainties inherent in the Projections, readers of this prospectus/offer to exchange are cautioned not to place undue, if any, reliance on the Projections described in this prospectus/offer to exchange.

The Projections summarized below are not being included in this prospectus/offer to exchange to influence a stockholder’s decision whether to tender a stockholder’s shares of Hostess Brands common stock in the offer, because Hostess Brands believes they are material or because Hostess Brands believes they are a reliable prediction of actual future results. Rather, the summary below is included solely to give Hostess Brands’ stockholders access to certain long-term financial projections that were made available to the Hostess Brands board, Morgan Stanley, Smucker and other potential acquirors.

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Projections (dollars in millions except per share amounts) (1)

Distribution of Offering Materials

This document, the related letter of transmittal and other relevant materials will be delivered to record holders of Hostess Brands shares and to brokers, dealers, commercial banks, trust companies and similar persons whose

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names, or the names of whose nominees, appear on Hostess Brands’ stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing, so that they can in turn send these materials to beneficial owners of Hostess Brands shares.

Expiration of the Offer

The offer is scheduled to expire at one minute after 11:59 p.m., Eastern Time, at the end of November 6, 2023, unless extended or terminated in accordance with the merger agreement. “Expiration date” means one minute after 11:59 p.m., Eastern Time, at the end of November 6, 2023, unless and until the Offeror has extended the period during which the offer is open, subject to the terms and conditions of the merger agreement, in which event the term “expiration date” means the latest time and date at which the offer, as so extended by the Offeror, will expire.

Extension, Termination and Amendment of the Offer

Under the merger agreement, unless the merger agreement is terminated:

Upon the terms and subject to the satisfaction or waiver of the conditions to the offer (including, if the offer is extended or amended, the terms and conditions of any extension or amendment), promptly after the expiration of the offer, the Offeror will accept for payment, and will pay for, all Hostess Brands shares validly tendered and not validly withdrawn prior to the expiration of the offer.

The Offeror may not, without the prior written consent of Hostess Brands, terminate or withdraw the offer prior to the then-scheduled expiration of the offer unless the merger agreement is validly terminated in accordance with its terms, in which case the Offeror will terminate the offer promptly (but in no event more than two business days) after such termination. Among other circumstances, the merger agreement may be terminated by either Smucker or Hostess Brands if the offer shall have terminated or expired in accordance with its terms

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(subject to the rights and obligations of Smucker or the Offeror to extend the offer pursuant to the merger agreement) without the Offeror having accepted for payment any Hostess Brands shares pursuant to the offer, or if the acceptance for exchange of Hostess Brands shares tendered in the offer has not occurred on or before September 10, 2024 (subject to extension to the outside date in certain circumstances described under “Merger Agreement—Termination of the Merger Agreement”).

No subsequent offering period will be available following the expiration of the offer without the prior written consent of Hostess Brands, other than in accordance with the extension provisions set forth in the merger agreement.

The Offeror expressly reserves the right to waive any offer condition or modify the terms of the offer, except that the Offeror may not make certain changes to the offer or waive certain conditions to the offer without the prior written consent of Hostess Brands. Changes to the offer that require the prior written consent of Hostess Brands include changes (i) that change the form of consideration or change the cash-stock mix to be paid in the offer, (ii) that reduce the transaction consideration, (iii) that reduce the number of Hostess Brands shares sought to be purchased in the offer, (iv) that impose conditions to the offer not included in the merger agreement, (v) that amend, modify or waive the minimum tender condition, or (v) that modify any condition to the offer in any manner adverse to the holders of Hostess Brands shares.

The Offeror will effect any extension, termination, amendment or delay of the offer by giving oral or written notice to the exchange agent and by making a public announcement as promptly as practicable thereafter. In the case of an extension, any such announcement will be issued no later than 9:00 a.m., New York City time, on the next business day following the previously scheduled expiration date. Subject to applicable law (including Rules 14d-4(c) and 14d-6(d) under the Exchange Act, which require that any material change in the information published, sent or given to stockholders in connection with the offer be promptly disseminated to stockholders in a manner reasonably designed to inform them of such change) and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror assumes no obligation to publish, advertise or otherwise communicate any such public announcement of this type other than by issuing a press release.

If the Offeror materially changes the terms of the offer or the information concerning the offer, or if the Offeror waives a material condition of the offer, in each case, subject to the terms and conditions of the merger agreement, the Offeror will extend the offer to the extent legally required under the Exchange Act.

For purposes of the offer, a “business day” means any day other than a Saturday, Sunday or any day on which banking institutions located in New York City are authorized or required by applicable law to close.

No subsequent offering period will be available following the expiration of the offer without the prior written consent of Hostess Brands, other than in accordance with the extension provisions set forth in the merger agreement.

Exchange of Shares; Delivery of Cash and Smucker Common Shares

Smucker has retained Computershare as the depositary and exchange agent for the offer and the merger to handle the exchange of Hostess Brands shares for the transaction consideration in the offer and the merger.

Upon the terms and subject to the satisfaction or waiver of the conditions to the offer (including, if the offer is extended or amended in accordance with the merger agreement, the terms and conditions of any such extension or amendment), the Offeror will accept for exchange, and will exchange, Hostess Brands shares validly tendered and not validly withdrawn in the offer, promptly after the expiration of the offer. In all cases, a Hostess Brands stockholder will receive consideration for Hostess Brands shares tendered in the offer only after timely receipt by the exchange agent of either a confirmation of a book-entry transfer of such shares (as described in “The Offer—Procedure for Tendering”) or a properly completed and duly executed letter of transmittal, in each case, together with any other required documents.

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For purposes of the offer, the Offeror will be deemed to have accepted for exchange Hostess Brands shares validly tendered and not validly withdrawn if and when it notifies the exchange agent of its acceptance of those Hostess Brands shares pursuant to the offer. The exchange agent will deliver to the applicable Hostess Brands stockholders the cash portion of the transaction consideration, any Smucker common shares and cash in lieu of fractional shares issuable in exchange for Hostess Brands shares validly tendered and accepted pursuant to the offer promptly after receipt of such notice. The exchange agent will act as the agent for tendering Hostess Brands stockholders for the purpose of receiving the transaction consideration from the Offeror and transmitting such cash, Smucker common shares and cash in lieu of fractional shares to the tendering Hostess Brands stockholders. Hostess Brands stockholders will not receive any interest on any cash that the Offeror pays in the offer, including as paid in lieu of fractional shares, even if there is a delay in making the exchange.

If the Offeror does not accept any tendered Hostess Brands shares for exchange pursuant to the terms and conditions to the offer for any reason, the Hostess Brands shares to be returned will be credited to an account maintained with the Depository Trust Company (which we refer to as “DTC”) or otherwise credited to the tendering stockholder as soon as practicable following expiration or termination of the offer.

Withdrawal Rights

Hostess Brands stockholders can withdraw tendered Hostess Brands shares at any time until the expiration of the offer and, if the Offeror has not agreed to accept the shares for exchange on or prior to December 8, 2023, Hostess Brands stockholders can thereafter withdraw their shares from tender at any time after such date until the Offeror accepts shares for exchange. Any Hostess Brands stockholder that validly withdraws previously validly tendered Hostess Brands shares will receive shares of the same class of Hostess Brands common stock that were tendered.

For the withdrawal of Hostess Brands shares to be effective, the exchange agent must receive a written notice of withdrawal from the Hostess Brands stockholder at one of the addresses set forth elsewhere in this document prior to the expiration of the offer. The notice must include the Hostess Brands’ stockholder’s name, address, social security number (or tax identification number in the case of entities), the number of shares to be withdrawn and the name of the registered holder, if it is different from that of the person who tendered those shares, and any other information required pursuant to the offer or the procedures of DTC, if applicable.

A financial institution must guarantee all signatures on the notice of withdrawal, unless the shares to be withdrawn were tendered for the account of an eligible institution. Most banks, savings and loan associations and brokerage houses are able to provide signature guarantees. An “eligible institution” is a financial institution that is a participant in the Securities Transfer Agents Medallion Program.

If shares have been tendered pursuant to the procedures for book-entry transfer discussed under the section entitled “The Offer—Procedure for Tendering,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn shares and must otherwise comply with DTC’s procedures.

The Offeror will decide all questions as to the form and validity (including time of receipt) of any notice of withdrawal in its sole discretion, and its decision will be final and binding. None of the Offeror, Smucker, Hostess Brands, the exchange agent, the information agent or any other person is under any duty to give notification of any defects or irregularities in any tender or notice of withdrawal or will incur any liability for failure to give any such notification. Any shares validly withdrawn will be deemed not to have been validly tendered for purposes of the offer. However, a Hostess Brands stockholder may re-tender withdrawn shares by following the applicable procedures discussed under the section “The Offer—Procedure for Tendering” at any time prior to the expiration of the offer.

Procedure for Tendering

All Hostess Brands shares are held in electronic book entry form.

To validly tender Hostess Brands shares held of record, Hostess Brands stockholders must deliver a properly completed and duly executed letter of transmittal, along with any required signature guarantees and any other

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required documents for tendered Hostess Brands shares to the exchange agent for the offer, at its address set forth elsewhere in this document, all of which must be received by the exchange agent prior to the expiration of the offer.

If Hostess Brands shares are held in “street name” (i.e., through a broker, dealer, commercial bank, trust company or other nominee), those Hostess Brands shares may be tendered by the nominee holding such shares by book-entry transfer through DTC. To validly tender such shares held in street name, Hostess Brands stockholders should instruct such nominee to do so prior to the expiration of the offer.

The exchange agent has established an account with respect to the Hostess Brands shares at DTC in connection with the offer, and any financial institution that is a participant in DTC may make book-entry delivery of Hostess Brands shares by causing DTC to transfer such shares prior to the expiration date into the exchange agent’s account in accordance with DTC’s procedure for such transfer. However, although delivery of Hostess Brands shares may be effected through book-entry transfer at DTC, the letter of transmittal with any required signature guarantees, or an agent’s message, along with any other required documents, must, in any case, be received by the exchange agent at its address set forth elsewhere in this document prior to the expiration date. The term “agent’s message” means a message transmitted by DTC to, and received by, the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the DTC participant tendering the shares that are the subject of such book-entry confirmation, that such participant has received and agrees to be bound by the terms of the letter of transmittal and that the Offeror may enforce that agreement against such participant.

Signatures on all letters of transmittal must be guaranteed by an eligible institution, except in cases in which shares are tendered either by a registered holder of Hostess Brands shares who has not completed the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” on the letter of transmittal or for the account of an eligible institution.

If the Hostess Brands shares are registered in the name of a person other than the person who signs the letter of transmittal, or if payment is to be made or delivered to a person other than the registered holder(s), the tendering stockholder must provide appropriate stock powers, in either case signed exactly as the name or names of the registered owner or owners appear on the applicable book entry position, with the signature or signatures on the stock powers guaranteed by an eligible institution.

The method of delivery of all required documents, including delivery through DTC, is at the option and risk of the tendering Hostess Brands stockholder, and delivery will be deemed made only when actually received by the exchange agent. If delivery is by mail, the Offeror recommends registered mail with return receipt requested and properly insured. In all cases, Hostess Brands stockholders should allow sufficient time to ensure timely delivery.

Payments made to Hostess Brands stockholders in the offer may be subject to information reporting and backup withholding. To prevent U.S. federal backup withholding, each Hostess Brands stockholder that is a “United States person” (as defined in the Code) that does not otherwise establish an exemption from backup withholding must provide the exchange agent with a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 included with the letter of transmittal, certifying that its taxpayer identification number is correct and that it is not subject to U.S. federal backup withholding. Certain stockholders (including, among others, certain foreign persons) are not subject to these backup withholding requirements. In order for a Hostess Brands stockholder that is a foreign person to qualify as an exempt recipient for purposes of U.S. federal backup withholding, the Hostess Brands stockholder must timely submit an applicable IRS Form W-8, signed under penalty of perjury, attesting to such person’s exempt status.

The acceptance for payment by the Offeror of Hostess Brands shares pursuant to any of the procedures described above will constitute a binding agreement between the Offeror and the tendering Hostess Brands stockholder upon the terms and subject to the conditions to the offer (including, if the offer is

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extended or amended in accordance with the merger agreement, the terms and conditions of any such extension or amendment).

Guaranteed Delivery Procedures

If you wish to tender Hostess Brands shares pursuant to the offer but (1) you cannot deliver the shares or other required documents to the exchange agent on or before the expiration date or (2) you cannot comply with the procedures for book-entry transfer through DTC on a timely basis, you may still tender your Hostess Brands common stock, so long as all of the following conditions are satisfied:

Registered stockholders (including any participant in DTC whose name appears on a security position listing of DTC as the owner of Hostess Brands common stock) may transmit the notice of guaranteed delivery by email transmission or mail it to the exchange agent. If you hold Hostess Brands common stock through a broker, dealer, commercial bank, trust company or similar institution, that institution must submit any notice of guaranteed delivery on your behalf. Hostess Brands shares tendered pursuant to guaranteed delivery procedures that have not yet been “received” by the “depository”, as such terms are defined by Section 251(h)(6) of the DGCL, before the expiration date will not count towards the minimum tender condition.

If, after the expiration date, any Hostess Brands stockholder that delivered a valid notice of guaranteed delivery fails to deliver the item(s) required above by 5:00 p.m. on the second Nasdaq trading day after the date of execution of such notice of guaranteed delivery, Smucker may elect, in its sole discretion, to waive the guaranteed delivery, at which point such Hostess Brands shares will not be accepted in the exchange offer and no transaction consideration will be received in exchange therefore. Smucker currently does not expect to accept any shares identified in a notice of guaranteed delivery after such time.

Grant of Proxy

By executing a letter of transmittal, subject to and effective upon acceptance for exchange of Hostess Brands shares tendered thereby, a Hostess Brands stockholder will irrevocably appoint the Offeror’s designees as such Hostess Brands stockholder’s attorneys-in-fact and proxies, each with full power of substitution, to exercise to the full extent such stockholder’s rights with respect to its Hostess Brands shares tendered and accepted for exchange by the Offeror and with respect to any and all other shares and other securities issued or issuable in respect of those Hostess Brands shares. That appointment is effective, and voting rights will be effected, when and only to the extent that the Offeror accepts tendered Hostess Brands shares for exchange pursuant to the offer and deposits with the exchange agent the transaction consideration for such Hostess Brands shares. Furthermore, the letter of transmittal will not constitute a binding agreement between the signatory thereto and the Offeror until the Offeror accepts tendered Hostess Brands shares for exchange pursuant to the offer and deposits with the exchange agent the transaction consideration for such Hostess Brands shares.

All such proxies, when effective, will be considered coupled with an interest in the tendered Hostess Brands shares and therefore will not be revocable. Upon the effectiveness of such appointment, all prior powers of

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attorney and proxies that the Hostess Brands stockholder has given will be revoked, and such stockholder may not give any subsequent powers of attorney or proxies (and, if given, they will not be deemed effective). The Offeror’s designees will, with respect to the Hostess Brands shares for which the appointment is effective, be empowered, among other things, to exercise all of such stockholder’s voting and other rights as they, in their sole discretion, deem proper at any annual, special or adjourned meeting of Hostess Brands’ stockholders or otherwise.

The Offeror reserves the right to require that, in order for Hostess Brands shares to be deemed validly tendered, immediately upon the Offeror’s acceptance of such shares for exchange, the Offeror must be able to exercise full voting rights with respect to such shares. However, prior to acceptance for exchange by the Offeror in accordance with terms of the offer, the appointment will not be effective, and the Offeror will have no voting rights as a result of the tender of Hostess Brands shares.

Fees and Commissions

Tendering registered Hostess Brands stockholders who tender Hostess Brands shares directly to the exchange agent will not be obligated to pay any charges or expenses of the exchange agent or any brokerage commissions. Tendering Hostess Brands stockholders who hold Hostess Brands shares through a broker, dealer, commercial bank, trust company or other nominee should consult that institution as to whether or not such institution will charge the Hostess Brands stockholder any service fees in connection with tendering Hostess Brands shares pursuant to the offer.

Matters Concerning Validity and Eligibility

The Offeror will determine questions as to the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tender of Hostess Brands shares, in its sole discretion, and its determination will be final and binding to the fullest extent permitted by law. The Offeror reserves the absolute right to reject any and all tenders of Hostess Brands shares that it determines are not in the proper form or the acceptance of or exchange for which may be unlawful. The Offeror also reserves the absolute right to waive any defect or irregularity in the tender of any Hostess Brands shares. No tender of Hostess Brands shares will be deemed to have been validly made until all defects and irregularities in tenders of such shares have been cured or waived. None of the Offeror, Smucker, Hostess Brands or any of their affiliates or assigns, the exchange agent, the information agent or any other person will be under any duty to give notification of any defects or irregularities in the tender of any Hostess Brands shares or will incur any liability for failure to give any such notification. The Offeror’s interpretation of the terms and conditions to the offer (including the letter of transmittal and instructions thereto) will be final and binding to the fullest extent permitted by law.

Hostess Brands stockholders who have any questions about the procedure for tendering Hostess Brands shares in the offer should contact the information agent at the address and telephone number set forth elsewhere in this document.

Announcement of Results of the Offer

Smucker will announce the final results of the offer, including whether all of the conditions to the offer have been satisfied or waived and whether the Offeror will accept the tendered Hostess Brands shares for exchange, as promptly as practicable following the expiration date. The announcement will be made by a press release in accordance with applicable securities laws and stock exchange requirements.

Purpose of the Offer and the Merger

The purpose of the offer is for Smucker to acquire control of, and ultimately the entire equity interest in, Hostess Brands. The offer, as the first step in the acquisition of Hostess Brands, is intended to facilitate the acquisition of Hostess Brands. Accordingly, if the offer is completed and as a second step in such plan, pursuant to the terms and subject to the conditions of the merger agreement, Smucker intends to promptly consummate a merger of the Offeror with and into Hostess Brands, with Hostess Brands surviving the merger. The purpose of the merger is

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for Smucker to acquire all Hostess Brands shares that it did not acquire in the offer. In the merger, each outstanding Hostess Brands share that was not acquired by Smucker or the Offeror in the offer (other than certain converted and cancelled shares, as described further in this document) will be converted into the right to receive the transaction consideration. Upon consummation of the merger, Hostess Brands will be a direct wholly owned subsidiary of Smucker, and the former stockholders of Hostess Brands will no longer have any direct ownership interest in the surviving corporation.

No Stockholder Approval

If the offer is consummated, Smucker is not required to and will not seek the approval of Hostess Brands’ remaining public stockholders before effecting the merger. Section 251(h) of the DGCL provides that following consummation of a successful tender offer for a public corporation, and subject to certain statutory provisions, if the acquiring corporation owns at least the amount of shares of each class of stock of the target corporation that would otherwise be required to approve a merger involving the target corporation, and the other stockholders receive the same consideration for their stock in the merger as was payable in the tender offer, the acquiring corporation can effect a merger without the action of the other stockholders of the target corporation. Accordingly, if the offer is completed, it will mean that the minimum tender condition has been satisfied, and if the minimum tender condition has been satisfied, it will mean that the merger will be subject to Section 251(h) of the DGCL. Accordingly, if the offer is completed, Smucker intends to effect the closing of the merger without a vote of the Hostess Brands stockholders in accordance with Section 251(h) of the DGCL.

Appraisal Rights

No appraisal rights are available to the holders or beneficial owners of Hostess Brands shares in connection with the offer. However, if the merger is consummated, the holders and beneficial owners of Hostess Brands shares immediately prior to the effective time of the merger who (1) did not tender Hostess Brands shares in the offer; (2) follow the procedures set forth in Section 262 of the DGCL; and (3) do not thereafter withdraw their demand for appraisal of such shares or otherwise lose their appraisal rights, in each case in accordance with, and subject to certain requirements of, the DGCL, will be entitled to have their shares appraised by the Delaware Court of Chancery and receive payment of the “fair value” of such shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with a fair rate of interest, as determined by such court. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective time and the date of payment of the judgment. Hostess Brands, however, has the right at any time before the entry of judgment in the appraisal proceedings, to voluntarily pay to each stockholder entitled to appraisal an amount in cash. If Hostess Brands elects to make such a voluntary payment pursuant to Section 262(h) of the DGCL, interest shall accrue thereafter only upon the sum of (1) the difference, if any, between the amount paid by Hostess Brands in such voluntary cash payment and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest accrued prior to such voluntary payment, unless paid at that time. Hostess Brands, however, is under no obligation to make such a voluntary cash payment prior to such entry of judgment.

The “fair value” of any Hostess Brands shares could be based upon considerations other than, or in addition to, the price paid in the offer and the merger and the market value of such shares. Holders of Hostess Brands shares should recognize that the value so determined could be higher or lower than, or the same as, the consideration payable in the offer and the merger. Moreover, Smucker and Hostess Brands may argue in an appraisal proceeding that, for purposes of such proceeding, the fair value of such Hostess Brands shares is less than such amount.

Under Section 262 of the DGCL, if a merger is approved under Section 251(h), either a constituent corporation before the effective date of the merger, or the surviving corporation within 10 days thereafter, must notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such

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class or series of stock of such constituent corporation, and will include in such notice a copy of Section 262 of the DGCL and information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. The Schedule 14D-9 will constitute the formal notice of appraisal rights under Section 262 of the DGCL.

As will be described more fully in the Schedule 14D-9, which has been filed with the SEC and is being mailed to you and other stockholders of Hostess Brands together with this document, if a Hostess Brands stockholder elects to exercise appraisal rights under Section 262 of the DGCL, such stockholder must do all of the following:

In addition, after an appraisal petition has been filed, the Delaware Court of Chancery will dismiss appraisal proceedings as to all holders of Hostess Brands shares who asserted appraisal rights unless (a) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal as measured in accordance with Section 262(g) of the DGCL, or (b) the value of the transaction consideration in respect of such total number of shares entitled to appraisal exceeds $1 million. We refer to these conditions as the “ownership thresholds.”

This does not purport to be a complete statement of the requirements of and procedures to be followed by Hostess Brands stockholders desiring to exercise any appraisal rights and is qualified in its entirety by reference to Section 262 of the DGCL. The proper exercise of appraisal rights requires strict and timely adherence to the applicable provisions of Delaware law. A copy of Section 262 of the DGCL will be included as Annex B to the Schedule 14D-9, which has been filed with the SEC and is being mailed to you and other stockholders of Hostess Brands together with this document.

Plans for Hostess Brands

In connection with the offer, Smucker has reviewed and will continue to review various possible business strategies that it might consider in the event that the Offeror acquires control of Hostess Brands, whether pursuant to the offer, the merger or otherwise. Following a review of additional information regarding Hostess Brands, these changes could include, among other things, changes in Hostess Brands’ business, operations, personnel, employee benefit plans, corporate structure, capitalization and management. See also “The Offer—Smucker’s Reasons for the Offer and the Merger.”

Delisting and Termination of Registration

Following consummation of the transactions, Hostess Brands shares will no longer be eligible for inclusion on Nasdaq and will be withdrawn from listing. Assuming that Hostess Brands qualifies for termination of registration under Exchange Act after the transactions are consummated, Smucker also intends to seek to terminate the registration of Hostess Brands shares under the Exchange Act. See “The Offer—Effect of the Offer on the Market for Hostess Brands Shares; Nasdaq Listing; Registration Under the Exchange Act; Margin Regulations.”

Board of Directors and Management; Organizational Documents

Upon consummation of the merger, the directors of the Offeror immediately prior to the consummation of the merger will be the directors of the surviving corporation in the merger, and the officers of the Offeror immediately prior to the consummation of the merger will be the officers of the surviving corporation in the merger. Upon consummation of the merger, the certificate of incorporation of Hostess Brands shall be amended

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and restated in its entirety as set forth in Exhibit A to the merger agreement, which is attached hereto as Annex A and the bylaws of the Offeror as in effect immediately prior to the effective time of the merger will be the bylaws of the surviving corporation in the merger, provided that the name of the surviving corporation will be Hostess Brands, Inc. After Smucker’s review of Hostess Brands and its corporate structure, management and personnel, Smucker will determine what changes, if any, are desirable.

Ownership of Smucker Common Shares after the Offer and the Merger

Smucker estimates that former Hostess Brands stockholders would own, in the aggregate, approximately 3.76% of the outstanding Smucker common shares immediately following consummation of the offer and the merger, assuming that:

Effect of the Offer on the Market for Hostess Brands Shares; Nasdaq Listing; Registration under the Exchange Act; Margin Regulations

Effect of the Offer on the Market for Hostess Brands Shares

Although Smucker currently expects the merger to occur on the same business day the offer is completed, Smucker cannot assure you that all conditions to the merger will be satisfied at that time, or at all. If the offer is completed and contrary to the parties’ expectations, the merger is not consummated on the same business day, the purchase of Hostess Brands shares by the Offeror pursuant to the offer will reduce the number of holders of Hostess Brands shares and the number of Hostess Brands shares that might otherwise trade publicly and could adversely affect the liquidity and market value of the remaining Hostess Brands shares held by the public. The extent of the public market for Hostess Brands shares after consummation of the offer and the availability of quotations for such shares will depend upon a number of factors, including the number of stockholders holding Hostess Brands shares, the aggregate market value of the Hostess Brands shares held by the public at such time, the interest of maintaining a market in the Hostess Brands shares, analyst coverage of Hostess Brands on the part of any securities firms and other factors. However, under the merger agreement, the closing of the merger must occur promptly after the acceptance of tendered Hostess Brands shares in the offer and the satisfaction of the other condition to the merger, unless the parties agree otherwise in writing (see “Merger Agreement—Conditions to the Merger”). If the merger is completed, Hostess Brands shares will no longer qualify for inclusion on Nasdaq and will be withdrawn from listing.

Nasdaq Listing

Hostess Brands shares are currently listed on Nasdaq. However, the rules of Nasdaq establish certain criteria that, if not met, could lead to the discontinuance of listing of Hostess Brands shares from Nasdaq. Among such criteria are the number of stockholders, the number of shares publicly held and the aggregate market value of the shares publicly held. If, as a result of the purchase of Hostess Brands shares pursuant to the offer or otherwise, Hostess Brands shares no longer meet the requirements of Nasdaq for continued listing and the Hostess Brands shares are delisted, the market for such shares would be adversely affected.

Following the consummation of the offer, if the merger is for some reason not consummated, it is possible that Hostess Brands shares could be traded on other securities exchanges (with trades published by such exchanges),

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the OTC Bulletin Board or in a local or regional over-the-counter market. The extent of the public market for such shares would, however, depend upon the number of Hostess Brands stockholders and the aggregate market value of Hostess Brands shares remaining at such time, the interest in maintaining a market in such shares on the part of securities firms, the possible termination of registration of Hostess Brands shares under the Exchange Act and other factors. If the merger is completed, Hostess Brands shares will no longer qualify for inclusion on Nasdaq and will be withdrawn from listing.

Margin Regulations

The Hostess Brands shares are currently “margin securities” under the Regulations of the Board of Governors of the Federal Reserve System (which we refer to as the “Federal Reserve Board”), which designation has the effect, among other effects, of allowing brokers to extend credit on the collateral of such Hostess Brands shares. Depending upon factors similar to those described above regarding the market for Hostess Brands shares and stock quotations, it is possible that, following the offer, Hostess Brands shares would no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers. If the merger is completed, Hostess Brands shares will no longer constitute “margin securities.”

Registration under the Exchange Act

Hostess Brands shares are currently registered under the Exchange Act. Such registration may be terminated upon application by Hostess Brands to the SEC if Hostess Brands shares are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of registration of Hostess Brands shares under the Exchange Act would substantially reduce the information required to be furnished by Hostess Brands to its stockholders and to the SEC and would make certain provisions of the Exchange Act no longer applicable to Hostess Brands, such as the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, the requirement of furnishing a proxy statement pursuant to Section 14(a) of the Exchange Act in connection with meetings of stockholders and the related requirement of furnishing an annual report to stockholders, and the requirements of Rule 13e-3 under the Exchange Act with respect to “going private” transactions. Furthermore, the ability of “affiliates” of Hostess Brands and persons holding “restricted securities” of Hostess Brands to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act may be impaired. If registration of Hostess Brands shares under the Exchange Act were terminated, such shares would no longer be “margin securities” or be eligible for quotation on Nasdaq. After consummation of the offer, Smucker and the Offeror currently intend to cause Hostess Brands to terminate the registration of Hostess Brands shares under the Exchange Act as soon as the requirements for termination of registration are met.

Conditions to the Offer

Notwithstanding any other provisions of the offer and in addition to Smucker’s and the Offeror’s rights to extend, amend or terminate the offer in accordance with the terms and conditions of the merger agreement and applicable law, and in addition to the obligations of the Offeror to extend the offer pursuant to the terms and conditions of the merger agreement and applicable law, the Offeror and Smucker are not required to accept for exchange or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) under the Exchange Act), exchange the transaction consideration for any Hostess Brands shares validly tendered in the offer and not validly withdrawn prior to the expiration of the offer, if at the expiration of the offer any of the following conditions have not been satisfied or waived in accordance with the merger agreement:

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The merger agreement not having been validly terminated in accordance with its terms is a condition to the offer. The merger agreement may be terminated by Smucker and/or Hostess Brands in the following circumstances.

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Termination by Smucker or Hostess Brands

The merger agreement may be terminated at any time before the acceptance time:

Termination by Hostess Brands

The merger agreement may be terminated at any time before the acceptance time by Hostess Brands:

Termination by Smucker

The merger agreement may be terminated at any time before the acceptance time by Smucker if:

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Except as expressly set forth in the merger agreement, the foregoing conditions to the offer are for the sole benefit of Smucker and the Offeror, and may be waived by the Offeror in whole or in part at any time and from time to time in its sole discretion, to the extent permitted by law. However, the minimum tender condition may only be waived by the Offeror with the prior written consent of Hostess Brands. There is no financing condition to the offer.

Regulatory Approvals

General

Smucker is not aware of any governmental license or regulatory permit that appears to be material to Hostess Brands’ business that might be adversely affected by the acquisition of Hostess Brands shares pursuant to the offer or the merger or, except as described below, of any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of Hostess Brands shares pursuant to the offer or the merger. Should any of these approvals or other actions be required, Smucker and the Offeror currently contemplate that these approvals or other actions will be sought.

HSR Act

Under the HSR Act and the rules and regulations promulgated thereunder, the offer may not be completed until Smucker and Hostess Brands each files a Notification and Report Form with the Federal Trade Commission (which we refer to as “FTC”) and the Antitrust Division of the U.S. Department of Justice (which we refer to as “DOJ”), and the applicable waiting period has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filings of their respective HSR Act Notification and Report forms or the early termination of that waiting period. If the FTC or DOJ issues a request for additional information and documents (a “Second Request”) prior to the expiration of the initial waiting period, the parties must observe a second 30-day waiting period, which would begin to run only after both parties have substantially complied with the Second Request, unless the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period.

Smucker and Hostess Brands each filed a Notification and Report Form with respect to the transaction with the DOJ and the FTC on September 22, 2023. At 11:59 p.m., Eastern Time, on October 23, 2023, the waiting period applicable to the offer and the merger under the HSR Act expired. Accordingly, the condition to the offer relating to the expiration or termination of the HSR Act waiting period has been satisfied.

At any time before or after consummation of the transactions, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary under the applicable statutes, including seeking to enjoin the completion of the offer or the merger, seeking divestiture of substantial assets of the parties, or requiring the parties to license, or hold separate, assets or to terminate existing relationships and contractual rights. At any time before or after the completion of the transactions, and notwithstanding the termination or expiration of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary. Such action could include seeking to

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enjoin the completion of the offer or the merger or seeking divestiture of substantial assets of the parties, or requiring the parties to license, or hold separate, assets or to terminate existing relationships and contractual rights. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

There can be no assurance that a challenge to the transactions on antitrust grounds will not be made, or if such a challenge is made, what the result will be. See “The Offer—Conditions to the Offer” for certain conditions to the offer, including conditions with respect to the HSR Act.

Canadian Competition Act

The offer and the merger also require expiration, termination or waiver of the applicable waiting period under the antitrust laws of Canada together with, unless waived in writing by Smucker, confirmation that the Commissioner of Competition (the “Commissioner”) does not intend to challenge the transaction under the applicable antitrust laws (a “NAL”). Under the Competition Act (R.S.C., 1985, c. C-34), a transaction that is notifiable under Part IX of the Competition Act to the Commissioner may not be completed until either the Commissioner has waived the obligation to submit a notification or the parties each submit an appropriate filing and observe a 30-day waiting period, unless such waiting period is earlier terminated. The Commissioner may extend the waiting period by issuing supplementary information requests (“SIRs”) prior to the end of the initial 30-day waiting period requiring the parties to submit additional information that is relevant to the Commissioner’s assessment of the proposed transaction. If SIRs are issued, a second no-close waiting period continues until thirty (30) days after the day that the required information has been received by the Commissioner and certified complete by the parties, unless the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period. Where the Commissioner requires additional time, or otherwise intends to challenge the transaction on grounds that it is likely to prevent or lessen competition substantially, the Commissioner can apply for an injunction to prohibit closing.

On September 22, 2023, the parties filed their respective antitrust notifications with the Commissioner together with a request by Smucker for the issuance by the Commissioner of either an advance ruling certificate under section 102 of the Competition Act or a NAL. At 11:59 p.m., Eastern Time, on October 23, 2023, the waiting period applicable to the offer and the merger under the Competition Act expired, and on October 27, 2023, Smucker received a NAL. Accordingly, the condition to the offer relating to the expiration or termination of the Competition Act waiting period has been satisfied, and the condition to the offer relating to confirmation that the Commissioner does not intend to challenge the offer and the merger has been satisfied.

The Commissioner could take such actions under the Competition Act as he deems necessary or desirable, including seeking to prohibit the offer and merger or otherwise seek to negotiate a remedy with Smucker that could include divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights.

Source and Amount of Funds

The offer and the merger are not conditioned upon any financing arrangements or contingencies.

Smucker estimates the aggregate amount of cash consideration required to purchase the outstanding Hostess Brands shares, refinance certain existing indebtedness of Hostess Brands and its subsidiaries and consummate the offer and the merger will be approximately $5.2 billion, plus related fees and expenses. Smucker anticipates that the funds needed to complete the transactions will be derived from (i) available cash on hand, (ii) proceeds from the sales of marketable securities on hand, and (iii) new third-party debt financing.

In connection with its entry into the merger agreement, Smucker obtained commitments from Bank of America, N.A., the Royal Bank of Canada and certain other financial institutions for a 364-day senior unsecured bridge loan facility. The original commitments in respect of the bridge loan facility were $5.2 billion, but were reduced to

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$4.4 billion on September 27, 2023, following Smucker’s entry into the Term Loan Agreement (described below), and were further reduced to $900 million on October 25, 2023, following the issuance of Smucker’s $3.5 billion aggregate principal amount of Notes (described below). Any borrowings under the bridge loan facility would be unsecured and would bear interest, at Smucker’s option, at either a Term SOFR rate (plus a credit spread adjustment of 0.10%) or a base rate, in each case plus an applicable margin. The base rate for borrowings is a rate equal to the greater of (i) the administrative agent’s prime rate, (ii) the federal funds rate plus 0.50% and (iii) the Term SOFR rate plus 1.00%. Under the bridge loan facility, the applicable margin on Term SOFR loans would range from 0.875% to 2.50%, based on Smucker’s long-term unsecured debt rating and the period the borrowing remains outstanding, and the applicable margins on base rate loans would equal to the greater of (i) 0% and (ii) the applicable margin on Term SOFR loans minus 1.0%.

The availability of the bridge loan facility is conditioned on the consummation of the acquisition of Hostess Brands in accordance with the terms of the merger agreement (subject to certain exceptions and qualifications) and certain other conditions, including, but not limited to: (i) the execution and delivery of definitive documentation, consistent with the commitment letter, (ii) subject to certain exceptions and qualifications, the absence of a material adverse effect with respect to Hostess Brands and its subsidiaries since September 10, 2023, (iii) payment of applicable fees and expenses, (iv) delivery to the administrative agent under the bridge loan facility of a solvency certificate in pre-agreed form, customary opinions of counsel, customary corporate resolutions and closing certificates and organizational documents and good standing certificates and a customary borrowing request, (v) delivery to the administrative agent or the lenders, as applicable, of certain financial information relating to Smucker and Hostess Brands and (vi) the accuracy in all material respects of certain representations and warranties. The bridge loan facility, if entered into, would contain customary covenants, including an interest coverage ratio-based financial covenant, and events of default. Smucker expects to replace the remaining commitments in respect of the bridge loan facility prior to the consummation of the acquisition with a combination of cash on hand and/or the proceeds of the issuance of new debt securities or commercial paper.

On September 27, 2023, Smucker entered into the Term Loan Credit Agreement, among Smucker, the various lenders named therein and Bank of America, N.A., as administrative agent, providing for a $800 million term loan facility. The Term Loan Agreement matures in 2026. Borrowings under the Term Loan Agreement are unsecured and will bear interest, at Smucker’s option, at either a Term SOFR rate (plus a 0.10% credit spread adjustment) or a base rate, in each case plus an applicable margin. The base rate for borrowings is a rate equal to the greater of (i) the Term Loan Agent’s prime rate, (ii) the federal funds rate plus 0.50% and (iii) the Term SOFR rate plus 1.00%. Under the Term Loan Agreement, the applicable margins on base rate loans range from 0.000% to 0.625% and the applicable margins on Term SOFR loans range from 1.00% to 1.625%, in each case based on the Smucker’s long-term unsecured debt rating. The availability of the term loan facility is conditioned on the consummation of the acquisition of Hostess Brands in accordance with the terms of the merger agreement (subject to certain exceptions and qualifications) and certain other conditions, including, but not limited to: (i) subject to certain exceptions and qualifications, the absence of a material adverse effect with respect to Hostess Brands and its subsidiaries since September 10, 2023, (ii) payment of applicable fees and expenses, (iii) delivery to the administrative agent under the Term Loan Agreement of a solvency certificate in pre-agreed form, customary opinions of counsel, customary corporate resolutions and closing certificates and organizational documents and good standing certificates and a customary borrowing request, (iv) delivery to the administrative agent of certain financial information relating to Smucker and Hostess Brands and (v) the accuracy in all material respects of certain representations and warranties. The Term Loan Agreement also contains customary covenants, including an interest coverage ratio-based financial covenant, and events of default.

On October 25, 2023, Smucker completed the public offering and issuance of $750 million aggregate principal amount of 5.900% Notes due 2028, $1.0 billion aggregate principal amount of 6.200% Notes due 2033, $750 million aggregate principal amount of 6.500% Notes due 2043 and $1.0 billion aggregate principal amount of 6.500% Notes due 2053 in a registered public offering pursuant to an underwriting agreement providing for the issuance and sale of the Notes. Smucker intends to use the net proceeds from the Notes Offering to partially

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fund the cash consideration payable in connection with the acquisition of Hostess Brands, to repay certain outstanding indebtedness of Hostess Brands and its subsidiaries, and to pay related fees and expenses. Smucker intends to use the balance of the net proceeds for general corporate purposes, which could include, but are not limited to, repayments of other outstanding debt (including the repayment of commercial paper outstanding), capital expenditures or working capital. If (x) the consummation of the acquisition of Hostess Brands by Smucker or any of its subsidiaries does not occur on or before the later of (i) the date that is five (5) business days after March 10, 2025 and (ii) the date that is five (5) business days after any later date to which Hostess Brands and Smucker may agree to extend the end date in the merger agreement or (y) Smucker notifies the trustee in respect of the Notes that it will not pursue the consummation of the acquisition of Hostess Brands, Smucker will be required to redeem the Notes then outstanding at a redemption price equal to 101% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the date of such special mandatory redemption.

Smucker expects to replace the remaining commitments in respect of the bridge loan facility prior to the consummation of the acquisition with a combination of cash on hand and/or the proceeds of the issuance of new debt securities or commercial paper.

Smucker will have available to it, through a combination of the bridge loan facility, Term Loan Agreement, the Notes, cash on hand and/or the issuance of new debt securities or commercial paper, funds needed to finance the cash portion of the transaction consideration payable by Smucker in connection with the acquisition, refinance certain existing indebtedness of Hostess Brands and its subsidiaries, satisfy all of its payment obligations in connection with the offer and under the merger agreement and pay fees and expenses incurred in connection with the foregoing. As a result, except as described above, Smucker has not entered into any other financing plans or arrangements in connection with the offer, the merger agreement or the transactions contemplated thereby.

Certain Legal Matters

As of October 26, 2023, five complaints have been filed by purported stockholders of Hostess Brands.

The Federal Complaints allege, among other things, that the defendants violated Sections 14(d)(4), 14(e), and 20(a) of the Exchange Act, as well as Rule 14d-9 promulgated thereunder, by omitting or misrepresenting certain allegedly material information from the Schedule 14D-9. The Federal Complaints further allege that such omissions and misrepresentations rendered the Schedule 14D-9 materially incomplete, false, and/or misleading. The State Complaint asserts, among other things, (a) a claim against Smucker for violation of the Kansas Uniform Securities Act, and (b) claims against Hostess Brands, the members of the Hostess Brands board, and Smucker under Kansas common law for (i) negligent misrepresentation and concealment and (ii) negligence. The State Complaint further alleges that the Schedule 14D-9 and the prospectus/offer to exchange are deceptive because they omit material facts which render them incomplete and misleading.

As of October 26, 2023, Hostess Brands and Smucker had also received certain Demand Letters, which generally seek that certain allegedly omitted information in the Schedule 14D-9 be disclosed.

Smucker and Hostess Brands believe that the allegations and claims asserted in the Offer Litigation and Demand Letters are without merit.

Hostess Brands and Smucker may receive additional demand letters, and/or additional complaints may be filed against Hostess Brands, the Hostess Brands board, Smucker, and/or the Offeror in connection with the transactions contemplated by the merger agreement, the prospectus/offer to exchange, and the Schedule 14D-9. If such additional demand letters are received and/or such additional complaints are filed, absent new or different allegations that are material, Smucker will not necessarily announce such additional demands and/or complaints.

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Interests of Certain Persons in the Offer and the Merger

Effect of the Offer and the Merger on Hostess Brands Common Stock and Equity Awards

Consideration for Hostess Brands Common Stock in the Merger

The following table sets forth the number of Hostess Brands shares beneficially owned as of October 6, 2023 by each of Hostess Brands’ executive officers and directors, excluding shares issuable upon exercise of stock options or vesting of restricted stock units or performance share units, and the aggregate transaction consideration payable for such shares. Each holder of Hostess Brands shares who otherwise would be entitled to receive a fraction of a Smucker common share under the merger agreement will receive cash, without interest, in an amount equal to such fractional part of a Smucker common share multiplied by the volume weighted average closing sale price of one (1) Smucker common share as reported on the NYSE for the ten (10) consecutive trading days ending on and including the third trading day immediately prior to the acceptance time, rounded to the nearest whole cent. The amounts in this table assume that the transaction consideration is $34.25, the sum of $30.00 in cash and $4.25, the value of 0.03002 Smucker common shares based on the closing sale price of Smucker common shares on September 8, 2023 (the last trading day preceding September 11, 2023, the date on which the execution of the merger agreement was first publicly announced). This information is based on the number of Hostess Brands shares held by Hostess Brands’ directors and executive officers as of October 20, 2023. The amounts set forth in the table below are as calculated before any taxes that may be due on such amounts are paid.

Consideration for Hostess Brands Options in the Merger—Generally

Hostess Brands options that are outstanding as of immediately prior to the effective time of the merger will be cancelled in exchange for a cash amount equal to the difference between the Transaction Consideration Value (as defined below) and the exercise price for each such option, multiplied by the number of shares subject to such Hostess Brands option, less applicable withholding, except that for any Hostess Brands option granted after December 31, 2023, the number of shares subject to such option will be prorated for the length of service between January 1, 2024 and the closing date of the merger.

Hostess Brands RSU awards (whether vested or unvested) that are outstanding as of immediately prior to the effective time of the merger will be cancelled in exchange for a cash amount equal to Transaction Consideration

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Value per share underlying the Hostess Brands RSU award, less applicable withholding, except that for any RSU award granted after December 31, 2023, the number of shares underlying such RSU award will be prorated for the length of service between January 1, 2024 and the closing date of the merger.

Hostess Brands PSU awards that are outstanding as of immediately prior the effective time of the merger (i) for which the applicable performance period has ended prior to the effective time of the merger will be treated as Hostess Brands RSU awards and cancelled in exchange for a cash amount equal to Transaction Consideration Value per share issuable in settlement of such award, and (ii) for which the applicable performance period is ongoing immediately prior to the effective time of the merger will be treated as if the relevant performance period concluded as of immediately prior to the effective time of the merger and such award will otherwise be treated as a Hostess Brands RSU award and cancelled in exchange for a cash amount equal to Transaction Consideration Value per share issuable in settlement of such award (with no pro ration for the shortened performance period for PSU awards with a performance period ending on or before December 31, 2025 and with pro ration for PSU awards with a performance period ending after December 31, 2025 based on the portion of the performance period that has elapsed prior to the closing date of the merger), in each case, less applicable withholding.

“Transaction Consideration Value” means a cash amount equal the sum of (i) $30.00 plus (ii) the product obtained by multiplying (x) 0.03002 by (y) the volume weighted average price per share of Smucker common shares for the consecutive period of ten (10) trading days concluding at the close of trading on the third trading day immediately preceding the closing date of the merger, as calculated by Bloomberg Financial LP under the function “VWAP”.

Table of Estimated Consideration for Equity Awards

The table below sets forth, for each of Hostess Brands’ executive officers and non-employee directors, the aggregate number of Hostess Brands RSU awards that are held by Hostess Brands’ executive officers and non-employee directors as of October 6, 2023. The “Assumed Transaction Consideration Value” refers to the sum of $30 per share plus a per-share value of stock consideration, assuming a Smucker trading price of $141.58, which was the closing share price of a Smucker common share on September 8, 2023, the last trading day before the execution of the merger agreement. The actual Smucker trading price on the closing date used to calculate the Transaction Consideration Value actually paid to each executive officer and director of Hostess Brands may be greater or less than $141.58.

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Hostess Brands Shares Held by Hostess Brands Officers and Directors

As of October 20, 2023, the directors and executive officers of Hostess Brands and their affiliates beneficially owned approximately 619,176 Hostess Brands shares, representing approximately 0.47% of the Hostess Brands shares and approximately 0.47% of the aggregate voting power of the Hostess Brands shares, in each case outstanding as of October 20, 2023.

CEO Employment Agreement and Executive Severance Plan

Callahan Employment Agreement

On April 12, 2018, Hostess Brands entered into an employment agreement with Andy Callahan to serve as the Hostess Brands President and Chief Executive Officer, which was amended as of August 1, 2018, and was further amended on February 20, 2023 (as amended, the “Callahan Employment Agreement”), which provides

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for certain compensation and benefits in connection with or absent the merger. Under the terms of the Callahan Employment Agreement, Mr. Callahan is entitled to receive the following upon termination of his employment:

Any payment of severance to Mr. Callahan will be subject to his execution of a release agreement and compliance with any restrictive covenant obligations, including certain non-competition and non-solicitation provisions (lasting as long as he is receiving severance as described above) and perpetual confidentiality obligations. If he is eligible for severance, Mr. Callahan is also entitled to receive certain outplacement benefits and employer-subsidized COBRA premiums until the earlier of the end of the applicable severance period or the day he becomes eligible for comparable benefits under a plan of another employer.

The Callahan Employment Agreement provides for a Section 280G “best net cut-back” such that payments or benefits that Mr. Callahan receives in connection with a change in control will be reduced to the extent necessary to avoid the imposition of any excise tax under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”) if such reduction would result in a greater after-tax payment amount for Mr. Callahan.

Hostess Brands Executive Severance Plan

Each of the Hostess Brands executive officers, other than Mr. Callahan, is entitled to receive severance benefits under the Hostess Brands Key Executive Severance Benefits Plan, as amended (the “Executive Severance Plan”). The terms “cause,” “good reason” and “change in control” referred to below are defined in the Executive Severance Plan. The merger will constitute a “change in control” for purposes of the Executive Severance Plan.

The Executive Severance Plan provides each participant who experiences a qualifying termination (as described therein and generally meaning a termination by the Company without cause or, for certain specified executives, a termination by such individual with good reason within 12 months following a change in control) with:

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The cash severance payments described above will be payable as payroll continuation payments for the applicable severance period, the prorated bonus described above will be payable when annual incentive cash bonuses are paid to other executives for the year in which the qualifying termination occurs, and no later than March 15 after the end of such year and the COBRA reimbursements will be paid or provided monthly for the severance period. All amounts will be subject to applicable withholding.

To receive severance under the Executive Severance Plan, the executive must execute a release of claims and comply with any restrictive covenant obligations, including any non-competition and non-solicitation provisions (lasting as long as the severance period) and confidentiality obligations.

Hostess Brands Non-Executive Severance Plan

On September 10, 2023, the Hostess Brands board approved the Hostess Brands Non-Executive Employee Severance Plan (the “Non-Executive Severance Plan”) pursuant to which certain non-executive employees of Hostess Brands may receive severance benefits in the event that any such employee is terminated by Hostess Brands (or, following the closing, Smucker) without “cause” (as defined in the Non-Executive Severance Plan). Compensation and benefits under the Non-Executive Severance Plan include (i) continuation of base salary and subsidized health and welfare benefits for a specified period that depends on the seniority and years of service of an applicable employee (ranging from 4 weeks to 26 weeks at maximum), (ii) for participants in the Hostess Brands annual incentive plan, a prorated bonus for the year of termination, and (iii) outplacement services that Hostess Brand may determine as suitable. Compensation and benefits under the Non-Executive Severance Plan are contingent on an eligible employee signing and not revoking the Hostess Brands standard agreement and release and complying with restrictive covenants including a noncompete for the period of time that the applicable employee is receiving severance. No employee that receives an offer of comparable employment from Smucker and refuses such offer will receive compensation or benefits under the Non-Executive Severance Plan.

Employee Stock Purchase Plan

The existing offering period under the Hostess Brands Employee Stock Purchase Plan (“Hostess Brands ESPP”) ended September 30, 2023 (the “final offering period”), in accordance with its terms. Beginning on the date of the merger agreement, no new participants were permitted to participate in the ESPP, and existing participants were not allowed to increase their payroll deductions or purchase elections from those in effect on the date of the merger agreement. No new offering periods have commenced or will commence under the Hostess Brands ESPP following the date of the merger agreement. Pursuant to the terms of the Hostess Brands ESPP, any Hostess Brands ESPP participant’s account balance in connection with the final offering period will be used to purchase whole shares of Hostess Brands common stock, which will be entitled to the same consideration on the same terms and conditions as other stockholders of Hostess Brands. Subject to consummation of the merger, the Hostess Brands ESPP will terminate effective immediately prior to the effective time.

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Potential for Future Arrangements

Neither the offer nor the merger is conditioned upon any executive officer or director of Hostess Brands entering into any agreement, arrangement or understanding with Smucker or the Offeror, or any of their respective affiliates. Smucker has engaged, and is continuing to engage, in discussions with certain executive officers of Hostess Brands regarding potential employment or consulting arrangements with Smucker or one or more of its affiliates following the consummation of the merger.

Section 16 Matters

The talent and compensation committee of the Hostess Brands board has taken all such necessary actions so that, to the extent permitted, the disposition of all Hostess Brands equity securities (including derivative securities) pursuant to the merger agreement by any officer or director of Hostess Brands who is a covered person for purposes of Section 16 of the Exchange Act will be an exempt transaction for purposes of Section 16 of the Exchange Act.

Rule 14d-10(d) Matters

The talent and compensation committee of the Hostess Brands board has taken all such actions as may be required to authorize and approve, as an “employment compensation, severance or other employee benefit arrangement” in accordance with Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto, certain compensation actions taken after January 1, 2023, and prior to the acceptance time that have not already been so approved.

Certain Relationships with Hostess Brands

As of the date of this document, Smucker does not own any Hostess Brands shares. Neither Smucker nor the Offeror has effected any transaction in securities of Hostess Brands in the past 60 days. To the best of Smucker’s and the Offeror’s knowledge, after reasonable inquiry, none of the persons listed on Annex C hereto, nor any of their respective associates or majority-owned subsidiaries, beneficially owns or has the right to acquire any securities of Hostess Brands or has effected any transaction in securities of Hostess Brands during the past 60 days.

Smucker and Hostess Brands entered into a confidentiality agreement, dated August 22, 2023 in connection with their evaluation of the potential business combination that resulted in the execution of the merger agreement. Pursuant to the confidentiality agreement, subject to certain customary exceptions, Smucker and Hostess Brands agreed to keep confidential all non-public information received from the other party. Smucker and Hostess Brands also agreed that the non-public information furnished by the other party pursuant to the confidentiality agreement would be used solely for the purpose of evaluating, negotiating and potentially consummating the potential business combination. The confidentiality agreement contains a customary “standstill” provision that prohibits Smucker, its subsidiaries or any person acting on its behalf from taking certain actions involving or with respect to Hostess Brands for a one-year period, subject to certain exceptions set forth in the confidentiality agreement. See “Other Transaction Agreements—Confidentiality Agreement” and the confidentiality agreement, which is filed as Exhibit 99.6 to this document.

Fees and Expenses

Smucker has retained D.F. King as information agent in connection with the offer and the merger. The information agent may contact holders of shares by mail, email, telephone, facsimile and personal interview and may request brokers, dealers and other nominee stockholders to forward material relating to the offer and the merger to beneficial owners of shares. Smucker will pay the information agent reasonable and customary compensation for these services in addition to reimbursing the information agent for its reasonable out-of-pocket expenses. Smucker agreed to indemnify the information agent against certain liabilities and expenses, including certain liabilities under the U.S. federal securities laws.

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In addition, Smucker has retained Computershare as exchange agent in connection with the offer and the merger. Smucker will pay the exchange agent reasonable and customary compensation for its services in connection with the offer and the merger, will reimburse the exchange agent for its reasonable out-of-pocket expenses and will indemnify the exchange agent against certain liabilities and expenses, including certain liabilities under the U.S. federal securities laws.

Smucker will reimburse brokers, dealers, commercial banks and trust companies and other nominees, upon request, for customary clerical and mailing expenses incurred by them in forwarding offering materials to their customers. Except as set forth above, neither Smucker nor the Offeror will pay any fees or commissions to any broker, dealer or other person for soliciting tenders of Hostess Brands shares pursuant to the offer.

Accounting Treatment

In accordance with U.S. generally accepted accounting principles, Smucker will account for the acquisition of shares through the offer and the merger under the acquisition method of accounting for business combinations.

Stock Exchange Listing

Smucker common shares are listed on the NYSE under the symbol “SJM.” Smucker intends to submit a supplemental listing application to list on the NYSE the Smucker common shares that Smucker will issue in the offer and merger as part of the transaction consideration. Such listing is a condition to completion of the offer.

Resale of Smucker Common Shares

All Smucker common shares received by Hostess Brands stockholders as part of the transaction consideration in the offer and the merger will be freely tradable for purposes of the Securities Act, except for Smucker common shares received by any person who is deemed an “affiliate” of Smucker at the time of the closing of the merger. Smucker common shares held by an affiliate of Smucker may be resold or otherwise transferred without registration in compliance with the volume limitations, manner of sale requirements, notice requirements and other requirements under Rule 144 or as otherwise permitted under the Securities Act. This document does not cover resales of Smucker common shares received upon completion of the offer or the merger by any person, and no person is authorized to make any use of this document in connection with any such resale.

Exchange Agent Contact Information

The contact information for the exchange agent for the offer and the merger is:

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MERGER AGREEMENT

The following summary describes certain material provisions of the merger agreement entered into by Smucker, the Offeror and Hostess Brands, a copy of which is attached hereto as Annex A. This summary may not contain all of the information about the merger agreement that is important to Hostess Brands stockholders, and Hostess Brands stockholders are encouraged to read the merger agreement carefully in its entirety. The legal rights and obligations of the parties are governed by the specific language of the merger agreement and not this summary.

The Offer

The Offeror is offering to exchange for each outstanding share of Hostess Brands shares validly tendered and not validly withdrawn in the offer:

in each case, without interest and less any applicable withholding taxes.

The Offeror’s obligation to accept for exchange Hostess Brands shares validly tendered (and not validly withdrawn) pursuant to the offer is subject to certain conditions, including the condition that, prior to the expiration of the offer, there have been validly tendered and not validly withdrawn a number of Hostess Brands shares that, together with Hostess Brands shares then owned by Smucker and the Offeror (if any), would represent at least a majority of the Hostess Brands shares issued and outstanding immediately after the consummation of the offer, as more fully described under “The Offer—Conditions to the Offer.”

Under the merger agreement, unless Hostess Brands consents otherwise or the merger agreement is terminated, the Offeror must:

In addition, notwithstanding the satisfaction of the minimum tender condition and the satisfaction, or waiver by Offeror, of the other offer conditions, if Hostess Brands has provided to Smucker a notice of its intention to terminate the merger agreement to pursue a superior proposal or otherwise change its recommendation in accordance with the merger agreement (as further described under “—No Solicitation of Other Offers by Hostess Brands” below) and requests that Offeror extend the offer, the Offeror must extend the offer as is necessary to ensure the offer does not expire until two (2) business days after the end of the applicable notice period, as further described under “—No Solicitation of Other Offers by Hostess Brands” below, or for such shorter period

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as may be agreed in writing by Hostess Brands and the Offeror; provided, however, that, the Offeror shall not be required to extend the offer beyond the earlier of the end date (as defined below) and the termination of the merger agreement in accordance with its terms.

No extension will impair, limit or otherwise restrict in any manner the right of the parties to terminate the merger agreement pursuant to its terms.

The Offeror may not terminate the offer prior to the expiration date (as it may be extended and re-extended in accordance with the merger agreement), except if the merger agreement is validly terminated in accordance with its terms, in which case the Offeror will (and Smucker shall cause the Offeror to) promptly (and in any event within two (2) business days of such termination) irrevocably and unconditionally terminate the offer and shall not acquire any Hostess Brands shares. Among other circumstances, the merger agreement may be terminated by either Smucker or Hostess Brands if the offer shall have terminated or expired in accordance with its terms (subject to the rights and obligations of Smucker or the Offeror to extend the offer pursuant to the merger agreement) without the Offeror having accepted for payment any Hostess Brands shares pursuant to the offer, or if the acceptance for exchange of Hostess Brands shares tendered in the offer has not occurred on or before September 10, 2024 (subject to the six-month extension in certain circumstances described under “—Termination of the Merger Agreement”), which we refer to as the “outside date.” See “—Termination of the Merger Agreement.”

The Merger

At the effective time, the Offeror will be merged with and into Hostess Brands, with Hostess Brands continuing as the surviving corporation in the merger, and the former Hostess Brands stockholders will not have any direct equity ownership interest in the surviving corporation, which will be a wholly owned subsidiary of Smucker.

Completion and Effectiveness of the Merger

Under the merger agreement, the closing of the merger must occur as soon as practicable following (but in any event on the same day as) the acceptance of tendered Hostess Brands shares in the offer and the satisfaction of the other condition to the merger, unless the parties agree otherwise in writing (see “The Offer—Conditions to the Merger”). The merger will become effective upon the filing of a certificate of merger with the Secretary of State of the State of Delaware unless a later date is specified therein.

Transaction Consideration Payable Pursuant to the Merger

In the merger, except as provided below, each outstanding Hostess Brands share that was not acquired by the Offeror in the offer will be converted into the right to receive the transaction consideration—that is, $30.00 in cash and 0.03002 of a Smucker common share (together with cash in lieu of any fractional Smucker common shares), in each case, without interest and less any applicable withholding taxes.

In the merger, Hostess Brands shares that immediately prior to the effective time are owned in treasury by Hostess Brands, owned by Smucker or the Offeror, or are the subject of and irrevocably accepted for purchase in the offer, will automatically be cancelled and shall cease to exist, without any consideration being delivered. In the merger, Hostess Brands shares that are owned immediately prior to the effective time by any subsidiary of Smucker (other than the Offeror) or of Hostess Brands will be converted into such number of shares of common stock of the surviving corporation such that each such subsidiary owns the same percentage of the outstanding capital stock of the surviving corporation immediately following the effective time as such subsidiary owned in Hostess Brands immediately prior to the effective time. In addition, as described below, Hostess Brands shares that are held by holders who have not tendered Hostess Brands shares in the offer and are properly exercising appraisal rights will not be converted into the right to receive the transaction consideration described above.

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Fractional Shares

Smucker will not issue fractional Smucker common shares in the offer or the merger. Instead, each holder of Hostess Brands shares who otherwise would be entitled to receive fractional Smucker common shares will be entitled to an amount of cash (without interest) equal to such fractional part of a share of Smucker common shares multiplied by the volume weighted average closing sale price of one share of Smucker common shares as reported on the NYSE for the 10 consecutive trading days ending at the close of trading on the third trading day immediately preceding the closing date, as calculated by Bloomberg Financial LP under the function “VWAP,” rounded to the nearest cent.

Dissenters’ Rights

No appraisal rights are available to the holders of Hostess Brands shares in connection with the offer. However, if the merger is consummated, the holders of Hostess Brands shares issued and outstanding immediately prior to the effective time who (a) did not tender Hostess Brands shares in the offer and (b) has properly exercised and perfected and not lost or properly withdrawn a demand for appraisal rights under, and has otherwise complied with, Section 262 of the DGCL with respect to such shares, will not be entitled to receive the transaction consideration and will be entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL. Such appraisal rights shall be described more fully in the Schedule 14D-9, which has been filed with the SEC and is being mailed to you and other stockholders of Hostess Brands together with this document. Such shares shall not be converted into the right to receive transaction consideration, including any dividends or distributions on Smucker common shares. At the effective time, such shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist. If any holder of such shares shall have failed to prefect or shall have effectively withdrawn or lost his, her or its right to appraisal under the DGCL (whether occurring before, at or after the effective time) with respect to such shares, such shares shall be deemed to have been converted as of the effective time into the right to receive transaction consideration.

The “fair value” of any Hostess Brands shares could be based upon considerations other than, or in addition to, the price paid in the offer and the market value of such shares. Hostess Brands stockholders should recognize that the value so determined could be higher or lower than, or the same as, the consideration payable in the offer and the merger. Moreover, Smucker and Hostess Brands may argue in an appraisal proceeding that, for purposes of such proceeding, the fair value of such shares is less than such amount.

Under Section 262 of the DGCL, where a merger is approved under Section 251(h) of the DGCL, either a constituent corporation before the effective date of the merger, or the surviving corporation within 10 days thereafter, shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and will include in such notice a copy of Section 262 of the DGCL.

The Schedule 14D-9 will constitute the formal notice of appraisal rights under Section 262 of the DGCL.

As will be described more fully in the Schedule 14D-9, which has been filed with the SEC and is being mailed to you and other stockholders of Hostess Brands together with this document, if a Hostess Brands stockholder elects to exercise appraisal rights under Section 262 of the DGCL, such Hostess Brands stockholder must do all of the following:

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In addition, with respect to the holders of Hostess Brands Class A common stock, at least one of the ownership thresholds must be met.

This does not purport to be a complete statement of the procedures to be followed by Hostess Brands stockholders desiring to exercise any appraisal rights and is qualified in its entirety by reference to Section 262 of the DGCL. The proper exercise of appraisal rights requires strict and timely adherence to the applicable provisions of Delaware law. A copy of Section 262 of the DGCL will be included as Annex B to the Schedule 14D-9, which has been filed with the SEC and is being mailed to you and other stockholders of Hostess Brands together with this document.

Exchange of Shares; Delivery of Cash and Smucker Common Shares

Smucker has appointed Computershare as the depositary and exchange agent for the offer and the merger to handle the exchange of Hostess Brands shares for the transaction consideration in the offer and the merger.

Upon the terms and subject to the satisfaction or waiver of the conditions to the offer (including, if the offer is extended or amended in accordance with the merger agreement, the terms and conditions of any such extension or amendment), the Offeror will accept for exchange, and will exchange, Hostess Brands shares validly tendered and not validly withdrawn in the offer, promptly after the expiration of the offer. In all cases, a Hostess Brands stockholder will receive consideration for Hostess Brands shares tendered in the offer only after timely receipt by the exchange agent of either a confirmation of a book-entry transfer of such shares (as described in “The Offer—Procedure for Tendering”) or a properly completed and duly executed letter of transmittal, in each case, together with any other required documents.

For purposes of the offer, the Offeror will be deemed to have accepted for exchange Hostess Brands shares validly tendered and not validly withdrawn if and when it notifies the exchange agent of its acceptance of those Hostess Brands shares pursuant to the offer. The exchange agent will deliver to the applicable Hostess Brands stockholders the cash portion of the transaction consideration, any Smucker common shares and cash in lieu of fractional shares issuable in exchange for Hostess Brands shares validly tendered and accepted pursuant to the offer promptly after receipt of such notice. The exchange agent will act as the agent for tendering Hostess Brands stockholders for the purpose of receiving the transaction consideration from the Offeror and transmitting such cash, Smucker common shares and cash in lieu of fractional shares to the tendering Hostess Brands stockholders. Hostess Brands stockholders will not receive any interest on any cash that the Offeror pays in the offer, including as paid in lieu of fractional shares, even if there is a delay in making the exchange.

If the Offeror does not accept any tendered Hostess Brands shares for exchange pursuant to the terms and conditions to the offer for any reason, the Hostess Brands shares to be returned will be credited to an account maintained with DTC or otherwise credited to the tendering stockholder as soon as practicable following expiration or termination of the offer.

Conditions to the Merger

If the offer is completed, the respective obligations of each party to effect the merger are subject to the satisfaction or waiver of the following two conditions:

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Representations and Warranties

The merger agreement contains customary representations and warranties of the parties. These include representations and warranties of Hostess Brands with respect to:

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The merger agreement also contains customary representations and warranties of Smucker and the Offeror, including among other things: