Middleby : General Questions and Answers about the Acquisition

Acquisitions General Questions and Answers about the Acquisition

Apr. 21, 2021

General Questions and Answers about the Acquisition

Why is Middleby acquiring Welbilt?

The combination of Middleby and Welbilt will create a dynamic commercial foodservice platform with growth opportunities for both companies. We will be well-positioned to accelerate in-demand innovation to the marketplace to best serve the needs of our customers. We believe there are many strong synergies between the two companies, and both will greatly benefit from each other. Our highly complementary product offerings, customer bases, and international presence will expand.

Welbilt has a product portfolio we know very well. All Welbilt brands are highly recognized in the industry, many with longstanding chain customers. Welbilt also has an established global reach which will benefit all businesses within the platform. Welbilt is highly complementary to our current offerings. The transaction has the potential for us to deepen relationships with our customers and channel partners while delivering significant value to both sets of shareholders.

What are the benefits of the transaction?

For customers, the benefits of the transaction are:
 Greatly expanded product portfolio
 Accelerated new product innovation for a rapidly changing market
 Premiere service and aftermarket support
 Streamlined customer relationships

For Middleby and Welbilt, the benefits of the transaction include:

 Merging of attractive, respected brands
 Enhancing sales and customer collaboration
 Expanding international reach
 Broadening distribution channel
 Realizing synergies in supply chain and manufacturing
 Leveraging both companies' investments in engineering and IoT solutions

How will this affect Middleby?

We see this as a win-win for both companies due to the complementary portfolios of attractive brands and company synergies as outlined above. This transaction will benefit Middleby by expanding our product portfolio and broadening our global reach through a mature sales channel. More detail will be provided after the transaction closes. Until then, Middleby and Welbilt will continue to operate as separate companies with their responsibilities and management structures unchanged.

How will this benefit Welbilt?

We believe the acquisition will benefit Welbilt in many ways, including new sales channels, expanded customer opportunities and product offerings, supply chain savings, and leadership from a deeply experienced management team.

What is the timing?

We expect the merger to close in late 2021, pending regulatory approvals and customary closing conditions, including approval by the shareholders of both companies.

What are the terms of the agreement?

Under the terms of the merger agreement, at closing, Welbilt will be an indirect, wholly-owned subsidiary of Middleby. Each outstanding share of Welbilt common stock will be converted into the right to receive shares of Middleby common stock, and all Welbilt options and RSUs will be converted into Middleby options and RSUs in accordance with such exchange ratio. Middleby shareholders will continue to hold the Middleby shares they currently own.

Middleby and Welbilt estimate that upon completion of the merger, current Middleby shareholders will collectively own approximately 76% of the outstanding shares of Middleby common stock, and current Welbilt shareholders will collectively own approximately 24% of the outstanding shares of Middleby common stock (in each case based on fully diluted shares outstanding of Middleby).

What will management of the new company look like?

At the closing of the merger, the Middleby board of directors will be comprised of nine directors, consisting of the seven current members of the Middleby board and two additional directors selected from the Welbilt board. The Middleby CEO, Tim FitzGerald, and CFO, Bryan Mittelman, will continue in their current roles after the transaction closes.

What are the long-term plans?

With the expanded synergies, accelerated innovation capabilities, and enhanced global reach between the companies, we are excited for the future of Middleby. We will be discussing our longer-term goals and plans after the close of the transaction.

How will this benefit customers?

Our growth through past acquisitions has allowed us to offer a broader portfolio of brands to our customers, as well as introduce better products, service levels, and innovations. We are confident that this acquisition will similarly benefit our customers.

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