Exhibit 99.4
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The J. M. Smucker Company (Smucker) entered into an Agreement and Plan of Merger, dated as of September 10, 2023, by and among Smucker,
Hostess Brands, Inc., a Delaware corporation (Hostess Brands), and SSF Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Smucker (SSF), pursuant to which, and upon the terms and subject to the conditions
set forth therein, Smucker commenced an exchange offer on October 10, 2023 to purchase all issued and outstanding shares of Class A common stock of Hostess Brands (the offer) and, promptly following completion of the offer, and
upon the terms and subject to the conditions set forth therein, SSF will merge with and into Hostess Brands, with Hostess Brands surviving as a wholly owned subsidiary of Smucker (the merger). The following unaudited pro forma condensed
combined financial information and notes thereto have been prepared by Smucker using the acquisition method of accounting and are based on the historical consolidated financial statements of Smucker and Hostess Brands, after giving effect to the
offer and the merger and the consummation of Smuckers currently contemplated financing transactions related to the offer and the merger. The acquisition method of accounting is based on Accounting Standards Codification (ASC) 805,
Business Combinations, and uses the fair value concepts defined in ASC 820, Fair Value Measurements and Disclosures. Under this method of accounting, the purchase price will be allocated to the assets acquired and liabilities
assumed based upon their estimated fair values at the closing date of the merger.
The allocation of the purchase price used in the unaudited pro forma
condensed combined financial statements is based on preliminary estimates of the fair value of the assets acquired and liabilities assumed, and the related income tax impact of the acquisition accounting adjustments. The pro forma adjustments
included herein, which include a preliminary evaluation of accounting policies for conformity, may be revised as additional information becomes available and as additional analyses are performed. The final allocation of the purchase price will be
determined after the acquisition is completed and after completion of a final analysis to determine the fair values of the tangible assets, identifiable intangible assets, and liabilities as of the acquisition date. Accordingly, the final purchase
accounting adjustments may be materially different from the pro forma adjustments presented herein. Increases or decreases in the fair value of assets acquired and liabilities assumed may change the amount of the purchase price allocated to goodwill
and other assets and liabilities. This may impact the Unaudited Pro Forma Condensed Combined Statements of Income due to an increase or decrease in the amount of amortization or depreciation of the adjusted assets, among other items.
ASC 805 requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. In addition,
ASC 805 establishes that the consideration transferred, including equity consideration, be measured at the closing date of the merger at the then current market price; this particular requirement will likely result in a fair value of consideration
transferred that is different from the amount assumed in these unaudited pro forma condensed combined financial statements.
The Unaudited Pro Forma
Condensed Combined Statement of Income for the year ended April 30, 2023 combines Hostess Brands historical unaudited Condensed Consolidated Statement of Operations for the twelve months ended March 31, 2023, with Smuckers
audited historical Statement of Consolidated Income for the fiscal year ended April 30, 2023. Hostess Brands historical unaudited Condensed Consolidated Statement of Operations for the twelve months ended March 31, 2023, was derived
from the audited historical Consolidated Statement of Operations for the year ended December 31, 2022, by removing the unaudited Condensed Consolidated Statement of Operations for the three months ended March 31, 2022, and adding the
unaudited Condensed Consolidated Statement of Operations for the three months ended March 31, 2023. The Unaudited Pro Forma Condensed Combined Statement of Income for the three months ended July 31, 2023, combines Hostess Brands
historical unaudited Condensed Consolidated Statement of Operations for the three months ended June 30, 2023, with Smuckers unaudited historical Condensed Statement of Consolidated Income for the three months ended July 31, 2023.
These statements reflect the offer and the merger and the contemplated financing transactions as if they had occurred on May 1, 2022.
The Unaudited
Pro Forma Condensed Combined Balance Sheet combines the unaudited historical Condensed Consolidated Balance Sheet of Hostess Brands as of June 30, 2023, with Smuckers unaudited historical Condensed Consolidated Balance Sheet as of
July 31, 2023, to reflect the offer and the merger and the contemplated financing transactions as if they had occurred on July 31, 2023.
The
historical consolidated financial information has been adjusted to give effect to pro forma adjustments that are:
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directly attributable to the offer and the merger; |
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reclassifications made to conform Hostess Brands presentations to those of Smucker; |
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reflective of Smuckers currently contemplated financing transactions related to the offer and the merger;
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The unaudited pro forma condensed combined financial information should be read in conjunction with:
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accompanying notes to the unaudited pro forma condensed combined financial information; |
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Smuckers audited historical consolidated financial statements for the fiscal year ended April 30, 2023
in the Annual Report on Form 10-K of Smucker for the fiscal year ended April 30, 2023, and unaudited historical condensed |
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