Shares of Tate & Lyle Plc surged more than 12% on Monday after U.S. ingredients maker Ingredion Incorporated reached agreement to acquire the British food solutions group for £2.7 billion in cash. The deal concludes a five-round negotiation that began with an unsolicited approach by Ingredion.
Deal terms and shareholder payout
Under the terms disclosed in the filing, Tate & Lyle shareholders will receive 595 pence per share in cash. In addition, shareholders are entitled to a final dividend of up to 13.2 pence for the financial year ended March 31, together with an interim dividend of up to 6.8 pence for the six months ending September 30. When those permitted dividends are included in full, the total cash value per share rises to as much as 615 pence.
The pure cash element of 595 pence per share represents a 58.7% premium to Tate & Lyle’s closing share price on May 13 - the last trading day prior to the start of the offer period. Compared with the three-month volume-weighted average price on that date, the cash consideration is a 65.2% premium. Including permitted dividends, the headline premium increases to 64.0% against the closing price and 70.8% versus the three-month volume-weighted average.
Enterprise value and valuation
On the basis of the cash consideration alone, the transaction equates to an enterprise value of approximately £3.7 billion. If permitted dividends are included in full, that enterprise value rises to roughly £3.8 billion. The filing states this values Tate & Lyle at about 8.8 times its adjusted EBITDA for the 12 months ended March 31, 2026, measured on a pre-synergy basis.
Background of the offer process
Ingredion’s initial unsolicited bid stood at 530 pence per share and was structured as 80% cash and 20% Ingredion stock. That initial structure was rejected by the Tate & Lyle board, and Ingredion subsequently returned with four further proposals before the parties reached the confirmed cash agreement described in the filing.
Combined financial profile and synergies
The filing projects that the combined group would generate approximately $9.9 billion in revenue and adjusted EBITDA of $1.8 billion. Ingredion forecasts run-rate net cost synergies of about $130 million, which it expects to fully realise by the end of 2030. The company also estimates one-off costs of around $175 million in aggregate to achieve those savings.
Shareholder support and outstanding approvals
Irrevocable undertakings to vote in favour of the scheme have been received for 76,186,458 Tate & Lyle shares, equivalent to approximately 17.1% of existing issued ordinary share capital as of June 5, 2026. That total includes 75,000,000 shares held by Huber Equity Corporation, which on its own represents about 16.8% of the issued ordinary share capital. The filing shows Tate & Lyle had 445,450,004 ordinary shares in issue as of the latest practicable date, excluding treasury shares.
The scheme of arrangement will require approval at a court meeting by a majority of shareholders representing at least 75% of votes cast, as well as regulatory clearance across 12 antitrust jurisdictions identified in the filing, including the United States, the European Union, the United Kingdom, China and Brazil. The long stop date for completion of the transaction is stated as December 8, 2027.
Advisers
Goldman Sachs International and Greenhill & Co. International LLP advised Tate & Lyle in the process. J.P. Morgan served as sole financial adviser to Ingredion.
This transaction and the accompanying figures, premiums and timetable are set out in the parties’ filing. The deal alters ownership expectations for Tate & Lyle shareholders by offering a cash exit at a substantial premium to recent trading levels and by outlining the combined group's expected revenue, adjusted EBITDA and synergy plan. The parties also disclosed the quantum of one-off costs expected to achieve the forecast synergies, and the specific regulatory and shareholder approvals that remain necessary for completion.