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Get filing alertsIngredion to acquire Tate & Lyle for $3.6B cash, targeting $130M synergies by 2030
Filed June 9, 2026 · Period ending June 8, 2026 · ~2 min read
Key Changes
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Ingredion agreed to acquire UK-based Tate & Lyle for 595 pence/share in cash, totaling £2.7B (~$3.6B equity value, $5.0B enterprise value), representing a 59% premium to the May 13, 2026 closing price. The deal requires 75% shareholder approval and is expected to close in H2 2027.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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The company arranged a $4.225B 364-day bridge facility with JPMorgan to fund the acquisition, refinance Tate & Lyle debt, and cover transaction costs. Pro forma net leverage at close is expected to be 3.0x net debt-to-adjusted EBITDA, with a target to reduce to 2.5x within 18 months.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Ingredion expects $130M in annual run-rate cost synergies by end of 2030, requiring $175M in one-time integration costs. The acquisition is expected to be adjusted EPS accretive in the first year post-close.
Exhibit 99.1 view on EDGAR → -
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Ingredion secured irrevocable voting commitments from Huber Equity Corporation (16.8% of shares) and Tate & Lyle directors (0.3%), totaling approximately 17.1% of the target's share capital, well below the 75% approval threshold required.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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The acquisition has no financing condition, meaning Ingredion has committed to complete the transaction regardless of its ability to secure permanent financing. The bridge facility includes mandatory prepayment provisions if the company raises capital through asset sales, debt, or equity issuances.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
Summary
Ingredion announced a definitive agreement to acquire Tate & Lyle PLC, a UK-based leader in mouthfeel, sweetening, and fortification ingredients, for approximately $3.6 billion in cash ($5.0 billion enterprise value). The 595 pence per share offer represents a 59% premium to Tate & Lyle's May 13, 2026 closing price and has been unanimously recommended by Tate & Lyle's board.
The transaction will be implemented via a UK court-sanctioned scheme of arrangement, requiring approval by a majority in number of Tate & Lyle shareholders representing at least 75% of shares voted, with completion expected in the second half of 2027. Ingredion has arranged a $4.225 billion 364-day bridge facility with JPMorgan to fund the acquisition, refinance Tate & Lyle debt, and cover transaction costs.
The company expects pro forma net leverage of 3.0x at close, with a commitment to reduce leverage to 2.5x within 18 months while maintaining an investment-grade credit profile. Management projects $130 million in annual run-rate cost synergies by the end of 2030, requiring $175 million in one-time integration costs, and expects the deal to be adjusted EPS accretive in the first year. Ingredion has secured voting commitments representing 17.1% of Tate & Lyle shares, providing a foundation of support but leaving substantial shareholder approval risk given the 75% threshold required.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
the Company board of directors and the Tate & Lyle board of directors have reached agreement on the terms of the Acquisition ... Under the terms of the Acquisition, Tate & Lyle shareholders will be entitled to receive 595 pence in cash for each Tate & Lyle share held. The total cash consideration to be paid by the Company for Tate & Lyle shares (the “Cash Consideration”) at such price will total approximately £2.7 billion (or approximately $3.6 billion based on the British pound sterling to U.S. dollar exchange rate as of June 5, 2026).
Ingredion announced a definitive agreement to acquire all outstanding shares of Tate & Lyle PLC, a UK-based company, for 595 pence per share in cash, valuing the transaction at approximately $3.6 billion £2.7 billion or $3.6 billion. The acquisition will be implemented via a UK court-sanctioned scheme of arrangement, with completion expected in the second half of 2027. Tate & Lyle shareholders will also be permitted to receive dividends totaling up to 20.0 pence per share (13.2 pence final dividend for FY2026 and 6.8 pence interim dividend for H1 FY2027).
Added in current filing · verify on EDGAR →
The Acquisition will be subject to conditions and further terms, including among others: (i) the approval of the Scheme by a majority in number of Tate & Lyle shareholders also representing not less than 75% in nominal value of the Tate & Lyle shares held by those shareholders ... (iv) the satisfaction or waiver of the Material Antitrust Conditions ... and (v) the Scheme becoming effective no later than December 8, 2027, or such later date as the Company or Tate & Lyle may notify to the other, such date to be no later than June 8, 2028 ... There is no financing condition to completion of the Acquisition.
The acquisition requires approval by a majority in number of Tate & Lyle shareholders representing at least 75% of shares voted, UK court sanction, satisfaction of antitrust conditions, and completion by December 8, 2027 (extendable to June 8, 2028). Notably, there is no financing condition, meaning Ingredion has committed to complete the transaction regardless of its ability to secure permanent financing.
Added in current filing · verify on EDGAR →
the Company entered into a 364-Day Bridge Loan Agreement, dated as of June 8, 2026, among the Company, the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent, Initial Lender, Sole Bookrunner, and Sole Arranger (the “Bridge Loan Agreement”), pursuant to which JPMorgan, as the initial lender thereunder, and the other lenders from time to time have committed to provide the Company with a 364-day senior unsecured bridge term loan credit facility (the “Bridge Facility”) in the amount of $4,225,000,000. The proceeds of borrowings under the Bridge Loan Agreement will be available to fund payment of the Cash Consideration, the refinancing, repayment and discharge of certain outstanding indebtedness of Tate & Lyle and its subsidiaries, and the payment of fees and other costs and expenses of the Acquisition.
Ingredion arranged a $4.225 billion 364-day bridge loan facility with JPMorgan to fund the acquisition consideration, refinance Tate & Lyle debt, and cover transaction costs. The facility is senior unsecured, bears interest at SOFR plus 1.125%-1.375% (increasing 0.25% every 90 days outstanding), and matures 364 days after funding. The company is required to maintain a maximum leverage ratio of 3.5x (or 4.0x for four quarters post-acquisition) and minimum interest coverage of 3.5x.
Added in current filing · verify on EDGAR →
Subject to specified exceptions, net proceeds received by the Company or its subsidiaries from certain asset sales, issuances or other incurrences of debt, or issuances of equity or equity-linked securities will reduce commitments under the Bridge Loan Agreement and, if borrowings are made under the Bridge Loan Agreement, result in mandatory prepayments of the Bridge Facility loans.
The bridge facility includes mandatory commitment reductions and prepayment requirements if Ingredion raises capital through asset sales, debt issuances, or equity offerings. This structure incentivizes the company to secure permanent financing before drawing on the bridge loan, as any alternative capital raised will reduce the available facility and require prepayment of outstanding amounts.
Event · Item 7.01 — Regulation FD Disclosure
Ingredion issued a press release regarding a Rule 2.7 Announcement and matters related to an acquisition.
Added in current filing · verify on EDGAR →
On June 8, 2026, the Company issued a press release with respect to the Rule 2.7 Announcement and other matters related to the Acquisition.
Ingredion disclosed that it issued a press release on June 8, 2026 concerning a Rule 2.7 Announcement and other matters related to an acquisition. Rule 2.7 of the UK Takeover Code requires public announcement of a firm intention to make an offer or that an offer will not be made. The 8-K does not provide details about the acquisition target, terms, or strategic rationale, as the press release itself is furnished as an exhibit rather than filed.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
Ingredion Incorporated (NYSE: INGR) (“Ingredion”), a leading global provider of ingredient solutions to the food and beverage and industrial segments, today announced a recommended all-cash offer for the acquisition of Tate & Lyle PLC (“Tate & Lyle”), a global leader in mouthfeel, sweetening and fortification (the “Acquisition”). The transaction implies a total enterprise value of approximately £3.7B ($5.0B), based on the pound sterling to U.S. dollar exchange rate on June 5, 2026.
Ingredion disclosed a recommended all-cash acquisition of Tate & Lyle PLC for a total enterprise value of approximately $5.0B £3.7 billion ($5.0 billion). The transaction will be implemented via a court-sanctioned scheme of arrangement under UK law. Tate & Lyle's Board unanimously recommends the offer to shareholders.
Added in current filing · view on EDGAR →
Under the terms of the transaction, Tate & Lyle shareholders will be entitled to receive 595 pence per share, representing an approximate 59% premium to Tate & Lyle’s closing share price as of May 13, 2026. In addition, Tate & Lyle shareholders will be entitled to receive a final dividend in relation to the financial year ended March 31, 2026 of no greater than 13.2 pence per ordinary Tate & Lyle share and an interim dividend in relation to the six-month period ending September 30, 2026 of no greater than 6.8 pence per ordinary Tate & Lyle share.
Tate & Lyle shareholders will receive 595 pence per share, a 59% premium to the May 13, 2026 closing price, plus dividends totaling up to 20.0 pence per share (13.2 pence final dividend for FY2026 and 6.8 pence interim dividend for H1 FY2027). This represents a substantial premium to secure shareholder approval.
Added in current filing · view on EDGAR →
Ingredion has received an irrevocable undertaking from Huber Equity Corporation to vote in favor of the Scheme at the meeting of Tate & Lyle shareholders and the resolutions to be proposed at the general meeting of Tate & Lyle shareholders (and if Ingredion, with the consent of the Panel and subject to the terms of the co- operation agreement, subsequently structures the Acquisition as a takeover offer, to accept any takeover offer by Ingredion) in respect of a total of 75,000,000 Tate & Lyle Shares representing, in aggregate, approximately 16.8% of Tate & Lyle’s existing issued ordinary share capital as of June 5, 2026. Completion of the Acquisition is expected to take place in the second half of 2027.
Ingredion has secured an irrevocable undertaking from Huber Equity Corporation to vote in favor of the scheme, representing approximately 16.8% of Tate & Lyle's issued share capital. Completion is expected in the second half of 2027, subject to shareholder approval, court sanction, and antitrust clearances.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify