8-K
Cal-Maine Foods Inc (CALM)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
Date of Report (Date of Earliest Event Reported):
June 2, 2025
Cal-Maine Foods, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-38695
64-0500378
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1052 Highland Colony Pkwy
,
Suite 200
,
Ridgeland
,
MS
39157
(Address of principal executive offices (zip code))
601
-
948-6813
(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):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
CALM
The
NASDAQ
Global Select Market
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 2,
2025, Cal-Maine Foods, Inc.
(the “Company”) issued a
press release announcing it
has closed the
previously
announced
acquisition
of
Echo
Lake
Foods,
LLC
(formerly
Echo
Lake
Foods,
Inc.)
and
certain
related
companies
(collectively “Echo
Lake Foods”).
Echo Lake
Foods produces,
packages, markets
and distributes
ready-to-eat egg
products
and breakfast foods,
including waffles, pancakes,
scrambled eggs,
frozen cooked omelets,
egg patties, toast
and diced eggs.
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
Press Release issued by the Company on June 2, 2025
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 2, 2025
By:
/s/ Max P. Bowman
Max P. Bowman
Director, Vice President, and Chief Financial Officer
exhibit991
Exhibit 99.1
-MORE-
Contacts:
Sherman Miller, President and CEO
Max P. Bowman, Vice President and CFO
(601) 948-6813
CAL-MAINE FOODS CLOSES ACQUISITION OF ECHO LAKE FOODS
RIDGELAND, Miss.
(June 2, 2025)
—
Cal-Maine Foods,
Inc. (NASDAQ:
CALM) (“Cal-Maine
Foods” or
the
“Company”), today announced the closing of its acquisition of Echo Lake Foods.
The Company announced
in April that
it signed a
definitive agreement to
acquire Echo Lake
Foods in an
all-cash transaction
for approximately
$258 million,
which is
expected to
provide a
tax benefit
of ~$28
million equating
to
an effective
purchase price
of
~$230
million.
Echo
Lake Foods
produces,
packages,
markets
and
distributes
ready-to-eat
egg
products
and
breakfast
foods,
including
waffles,
pancakes,
scrambled
eggs,
frozen
cooked
omelets,
egg
patties,
toast
and
diced
eggs.
Echo
Lake
Foods
had
annual
revenues of approximately $240 million in 2024 with a five-year CAGR of approximately
10%.
Highlights of the Transaction:
Compelling Strategic Rationale
●
Allows Cal-Maine Foods to
enter the large, growing
and highly stable value-added
food portion of
the egg category
●
Expands strategic
customer relationships
with retail,
quick service
restaurant and
other food
service
customers
●
Leverages Cal-Maine Foods’ extensive sales and supply chain distribution capabilities
Attractive Financial Returns
●
Provides access to additional long-term growth opportunities while reducing
earnings volatility
●
Estimated potential $15
million annual synergy
opportunity driven by
egg purchasing efficiencies
and SG&A savings
●
Expected mid-single digit percentage accretion to EPS (including synergies)
in FY2026.
Sherman Miller,
president and
chief executive
officer of Cal-Maine
Foods, stated,
“The addition
of Echo
Lake Foods advances our stated strategy to expand and diversify
our product portfolio and customer mix.
Echo Lake Foods is
a leading innovator with a
long history of providing quality ready-to-eat
egg products
and breakfast foods to
a blue-chip customer base. The
combined product lines and capabilities of
the two
companies
are
highly
complementary
and,
importantly,
we
share
similar
values
of
pursuing
operating
excellence and meeting the needs of our customers.
“The acquisition
of Echo
Lake Foods
meets our
disciplined set
of investment
criteria, including
relevant
geographic
markets,
operating
synergies,
product
mix,
proximity
to
customers
and
expected
financial
returns. The Echo
Lake Foods team
has built a
terrific business and
we look forward
to working together
on a
successful integration,
delivering on
a unique
opportunity for
our customers
and shareholders,
and
welcoming
Kathy
Brodhagen to
our
leadership
team
and
Echo
Lake
employees
to
the
Cal-Maine
Foods
family,” added Miller.
Goldman
Sachs
&
Co
LLC
is
serving
as
Cal-Maine
Foods,
Inc.’s
exclusive financial
advisor
while
Sidley
Austin LLP is serving as its lead legal advisor.
Cal-Maine Foods Completes
Acquisition of Echo Lake Foods
Page 2
June 2, 2025
-END-
About Cal-Maine Foods
Cal-Maine Foods,
Inc. is
primarily engaged
in the
production, packaging,
marketing and
distribution of
fresh
shell
eggs,
including
conventional,
cage-free,
organic,
brown,
free-range,
pasture-raised
and
nutritionally
enhanced
eggs,
as
well
as
a
variety
of
ready-to-eat
egg
products.
The
Company,
which
is
headquartered in Ridgeland, Mississippi,
is the largest
producer and distributor of
fresh shell eggs
in the
nation and sells most of its shell eggs throughout the majority 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 the following, among others:
The
announcement
and
completion
of
our
recent
Echo
Lake
Foods
acquisition
could
affect
the
relationships
of
the
Company
(including
Echo
Lake
Foods),
with
its
customers,
suppliers,
operating
results and business generally, including the ability of the Company to retain employees, including
in its
Echo
Lake
Foods
unit.
Also,
the
Company
may
experience
unexpected
challenges
in
integrating
and
managing the business
of Echo Lake
Foods.
As a
result, integrating Echo
Lake Foods’ business
may be
more costly or time consuming than expected.
Even
if
the
business
of
Echo
Lake
Foods
is
successfully
integrated,
the
Company
may
not
realize
the
benefits
it
expects
from
the
acquisition,
including
the
synergies,
cost
savings,
earnings
accretion,
reduction
in
earnings
volatility,
return
of
equity,
margin
expansion,
financial
returns,
tax
benefits,
expanded customer relationships, or sales or growth opportunities.
SEC filings may be obtained from the SEC or the Company’s website,
www.calmainefoods.com
. Readers
are cautioned
not to
place undue 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 made
only as of the
respective dates thereof, or if no
date is stated, as
of
the date hereof.
Except as otherwise required by law, the Company disclaims
any intent or obligation to
publicly update
these forward-looking
statements, whether
because of
new information,
future events,
or otherwise.