CALM 8-K
Cal-Maine Foods Inc (CALM)
8-K
2024-07-01
For: 2024-06-28
View Original
Added on
April 11, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
Date of Report (Date of Earliest Event Reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification No.)
,
,
,
(Address of principal executive offices (zip code))
-
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instruction A.2 below):
☐
☐
☐
☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
The
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 8.01. Other Events
On June 28, 2024, Cal-Maine Foods, Inc. (the “Company”) issued a press release announcing it has completed the acquisition of
substantially all the assets of ISE America, Inc. and certain affiliates, relating to its commercial shell egg production, processing
and egg products breaking facilities. A copy of the Company’s press release is attached hereto as Exhibit 99.1 to this Current
Report.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number
Description
99.1
104
Cover Page Interactive Data File, (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements for the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
CAL-MAINE FOODS, INC.
Date:
June 28, 2024
By:
/s/ Max P. Bowman
Max P. Bowman
Director, Vice President, and Chief Financial Officer
Exhibit 99.1
-MORE-
Contacts:
Sherman Miller, President and CEO
Max P. Bowman, Vice President and CFO
(601) 948-6813
CAL-MAINE FOODS, INC. ANNOUNCES ACQUISITION OF
EGG PRODUCTION ASSETS OF ISE AMERICA, INC.
RIDGELAND, Miss. (June 28, 2024) - Cal-Maine Foods, Inc. (NASDAQ: CALM) (“Cal-Maine Foods” or the
“Company”) today announced the Company has completed the acquisition of substantially all the assets of
ISE America, Inc. and certain affiliates (“ISE”) for approximately $110 million. Cal-Maine Foods is funding
the acquisition with available cash on hand. The acquired ISE assets include commercial shell egg
production and processing facilities with current capacity of approximately 4.7 million laying hens,
including 1.0 million cage-free, and 1.2 million pullets, feed mills, approximately 4,000 acres of land,
inventories and an egg products breaking facility. The acquired assets also include an extensive customer
distribution network across the Northeast and Mid-Atlantic states, and production operations in Maryland,
New Jersey, Delaware and South Carolina.
Commenting on the announcement, Sherman Miller, president and chief executive officer of Cal-
Maine Foods, Inc., stated, “We are excited about the opportunity to significantly enhance our market reach
in the Northeast and Mid-Atlantic states with the acquisition of these assets from ISE. The added
production and distribution capabilities will allow us to serve new customers and expand capacity,
particularly in the Northeast, which is largely a new territory for Cal-Maine Foods. We are also acquiring
production assets for the first time in Maryland, New Jersey and Delaware. ISE has a long history in the
egg production business and enjoys a solid reputation in the marketplace. We will continue to honor this
important legacy as we build new connections and customer relationships. Cal-Maine Foods has a strong
record of driving value from our acquired operations with a proven operating model. We welcome the
dedicated ISE operations team to the Cal-Maine Foods family and look forward to a successful integration.
Working together, we have a unique opportunity to deliver greater value to both our customers and
shareholders.”
About Cal-Maine Foods
Cal-Maine Foods, Inc. is primarily engaged in the production, grading, packaging, marketing and
distribution of fresh shell eggs, including conventional, cage-free, organic, brown, free-range, pasture-
raised and nutritionally enhanced eggs. The Company, which is headquartered in Ridgeland, Mississippi,
is the largest producer and distributor of fresh shell eggs in the United States and sells the majority of its
shell eggs in states across the southwestern, southeastern, mid-western and mid-Atlantic regions of the
United States.
Forward Looking Statements
Statements contained in this press release that are not historical facts are forward-looking
statements as that term is defined in the Private Securities Litigation Reform Act of 1995. The forward-
looking statements are based on management’s current intent, belief, expectations, estimates and
projections regarding our company and our industry. These statements are not guarantees of future
performance and involve risks, uncertainties, assumptions and other factors that are difficult to predict
and may be beyond our control. The factors that could cause actual results to differ materially from those
projected in the forward-looking statements include, among others, (i) the risk factors set forth in the
Company’s SEC filings (including its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K), (ii) the risks and hazards inherent in the shell egg business (including
disease, pests, weather conditions and potential for recall), including but not limited to the most recent
outbreak of highly pathogenic avian influenza affecting poultry in the U.S., Canada and other countries
that was first detected in commercial flocks in the U.S. in February 2022 and that first impacted our
flocks in December 2023, (iii) changes in the demand for and market prices of shell eggs and feed costs,
Cal-Maine Foods, Inc. Announces Acquisition of Egg Production Assets of ISE America, Inc.
Page 2
June 28, 2024
(iv) our ability to predict and meet demand for cage-free and other specialty eggs, (v) risks, changes or
obligations that could result from our future acquisition of new flocks or businesses and risks or changes
that may cause conditions to completing a pending acquisition not to be met, (vi) risks relating to
increased costs and higher and potentially further increases in inflation and interest rates, (vii) our
ability to retain existing customers, acquire new customers and grow our product mix, (viii) adverse
results in pending litigation matters, and (ix) global instability including as a result of the war in Ukraine,
the Israel-Hamas conflict and attacks on shipping in the Red Sea. SEC filings may be obtained from the
SEC or the Company’s website
,
reliance on forward-looking statements because, while we believe the assumptions on which the forward-
looking statements are based are reasonable, there can be no assurance that these forward-looking
statements will prove to be accurate. Further, the forward-looking statements included herein are only
made as of the respective dates thereof, or if no date is stated, as of the date hereof. Except as otherwise
required by law, we disclaim any intent or obligation to publicly update these forward-looking
statements, whether as a result of new information, future events or otherwise.
-END-