Ferrero To Acquire Kellogg Company's Cookies and Fruit Snacks Businesses

LUXEMBOURG,April 2,2019 -- The Ferrero Group and its related companies ("Ferrero"),a global confectionary group,today announced a definitive agreement pursuant to which it will acquire the cookie,fruit and fruit-flavored snack,ice cream cone and pie crust businesses from Kellogg Companyfor $1.3 billion (or EUR1.16 billion at current exchange rates). These businesses generated sales of approximately $900 million in 2018.

Ferrero will acquire a strong portfolio of beloved brands in the cookie category,including the iconic cookie brand Keebler®,top selling on-the-go Famous Amos® cookies,the premium family cookie brand Mother's®,and Murray® sugar free cookies,as well as Little Brownie Bakers®,supplier of cookies to the Girl Scouts. Ferrero will also acquire the Kellogg fruit snacks business,including Stretch Island® and Fruity Snacks along with Keebler's® ice cream cones and pie crust products.

Since 2017,Ferrero has acquired several U.S. brands and businesses,and,with this transaction,Ferrero will enter into new strategic product categories and will further strengthen its position in the North American market.

Ferrero will also acquire from Kellogg six owned U.S. food manufacturing facilities located across the country in Allyn,Washington,Augusta,Georgia,Florence and Louisville Kentucky,and two plants in Chicago,Illinois; as well as a leased manufacturing facility in Baltimore,Maryland.

"Kellogg Company's cookie,fruit snack,ice cream cone and pie crust businesses are an excellent strategic fit for Ferrero as we continue to increase our overall footprint and product offerings in the North American market." said Giovanni Ferrero,Executive Chairman of the Ferrero Group. "With this transaction,I look forward to bringingmany iconic Kellogg brands into the Ferrero portfolio,to welcoming our new colleagues to the extended Ferrero community,and tocontinuing Ferrero's strong track record of growing brands,as we have through our successful acquisitions ofFannie May,Ferrara Candy Company,and the former Nestle U.S. confectionary business. We have great respect for Kellogg,its legacy and values,and are proud that Kellogg has chosen Ferrero as a good home for these businesses."

Lapo Civiletti,CEO of the Ferrero Group,said,"We are acquiring a portfolio of well-established brands that consumers love,with very strong market positions across their respective categories,allowing us to significantly diversify our portfolio and capitalize on exciting new growth opportunities in the world's largest cookies market."

Todd Siwak,CEO of Ferrara Candy Company,commented,"The acquisition presents an exciting opportunity to advance our strategic growth objectives and we look forward to sharing our plans for the business with our customers,suppliers and other partners in the coming weeks and months,and welcoming our new colleagues from Kellogg."

The transaction,subject to customary closing conditions and regulatory approvals,is expected to close in the second half of the year.

JP Morgan Securities plc and Davis Polk & Wardwell LLP served as advisors to Ferrero.

About Ferrero

Founded as a family business in Alba,Italy in 1946,Ferrero is the third-largest company in the global chocolate confectionary market,with global sales of over $12 billion,distribution across over 170 countries,and a workforce of more than 30,000 people across 55 countries.

Ferrero entered the U.S. in 1969 with Tic Tac® breath mints and is now also known for bringing U.S. families simple joy through quality products including FERRERO ROCHER® fine hazelnut chocolates,NUTELLA® The Original Hazelnut Spread®,KINDER JOY® and FANNIE MAY chocolates. For more information,follow us at @FerreroUSA.

About Ferrara Candy Company

Ferrara Candy Company,a related company of The Ferrero Group,is an industry leader in U.S. confections and one of the fastest growing confections companies in the country. A passionate team of more than 4,000 employees work together to share delight in every bite through leading brands that have shaped the confections market for more than 100 years. Our diverse portfolio of nearly 35 brands includes SweeTARTS®,Trolli®,Brach's®,Black Forest®,Butterfinger®,CRUNCH®,Laffy Taffy® and NERDS®,along with iconic favorites like Lemonhead®,Red Hots® and Now and Later®. Headquartered in Chicago,the company has an operational network of manufacturing,distribution and R&D facilities across North America. Learn more at www.ferrarausa.com.