Transaction Details

Footnotes

Pursuant to the Agreement and Plan of Merger, dated as of July 10, 2025 (the "Merger Agreement"), by and among the Issuer, Ferrero International S.A. ("Parent"), and Frosty Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned indirect subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), upon the terms and subject to the conditions set forth in the Merger Agreement, each share of common stock, par value $0.0001 per share ("Common Stock"), of the Issuer that was issued and outstanding as of immediately prior to the Effective Time was automatically cancelled, extinguished and converted into the right to receive $23.00 per share in cash, without interest thereon (the "Per Share Price"). | These shares were held in a trust for the benefit of certain immediate members of the family of the Reporting Person. | These shares were held in family partnerships, the partners of which include a trust for the benefit of the Reporting Person. The Reporting Person serves as a manager of these partnerships. | These shares were held in a trust for the benefit of the Reporting Person and certain members of his family. The Reporting Person is one of several trustees of such trust. | These shares were held by a limited liability company that is owned by a trust for the benefit of certain members of the family of the Reporting Person. A family member of the Reporting Person is the trustee of the trust, and the Reporting Person is the manager of the limited liability company. | Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each deferred share of Common Stock (each, a "DSU"), including all dividend equivalents accrued or credited with respect to such DSU, that was outstanding and unvested as of immediately prior to the Effective Time was automatically cancelled and converted into the right of the Reporting Person to receive, at the time specified under their applicable terms and in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, an amount in cash (without interest and subject to applicable withholding taxes) equal to (a) the Per Share Price multiplied by (b) the total number of shares of Common Stock underlying such DSU.