Opening the filing
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Hain Celestial Group Inc
8-K
Emerging growth company ☐ 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 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On September 12, 2026, The Hain Celestial Group, Inc. (“ Hain Celestial ” or the “ Company ”), for itself and through certain of its wholly-owned subsidiaries (collectively, the “ Sellers ”), entered into a Share Purchase Agreement (the “ Purchase Agreement ”) with entities (the “ Purchasers ”) affiliated with global private equity firm AURELIUS, pursuant to which, subject to the terms and conditions set forth therein, the Purchasers have agreed to acquire from the Sellers (the “ International Business Transaction ”) the entities (the “ Target Entities ”) that operate Hain Celestial’s International business in the United Kingdom, Ireland and Europe, including Ella’s Kitchen ® baby and kids foods, Joya ® and Natumi ® plant-based beverages, Hartley’s ® jelly, as well as Cully & Sully ® , Yorkshire Provender ® , and New Covent Garden ® soups (collectively, the “ International Business ”).
The gross sale price for the International Business Transaction is £233.0 million, plus an additional locked box ticker amount expected to be approximately £5.5 million (depending on the date on which closing occurs) to compensate the Sellers for profits of the International Business during a specified period, for an estimated aggregate gross sale price of £238.5 million, or approximately $323.2 million. The aggregate net cash proceeds to be realized, after transaction expenses and taxes and including cash to be distributed from the International Business prior to closing, are expected to be between £225.1 million and £228.8 million, or between approximately $305.0 million and $310.0 million. Upon closing of the International Business Transaction, the Company would use the net proceeds to reduce the Company’s indebtedness. The foregoing U.S. Dollar figures are based on current foreign exchange rates and are subject to change based on foreign exchange rates in effect at the time the International Business Transaction closes.