Ingredion Tate & Lyle Takeover Agreed

Ingredion agreed on June 8, 2026, to acquire Tate & Lyle in a recommended all-cash transaction targeting completion in the second half of 2027. The companies said the combination will create a scaled global specialty-ingredients provider.

Deal Terms and Shareholder Mechanics

Ingredion Incorporated (NYSE: INGR), a Delaware corporation based in Westchester, Illinois, proposed a recommended all-cash acquisition of Tate & Lyle PLC (LSE: TATE), to be executed through a court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006. Ingredion reserved the right to implement the deal by a contractual takeover offer instead.

The offer values Tate & Lyle’s issued share capital at approximately £2.7 billion, or about £3.7 billion enterprise value, representing a 59% premium to Tate & Lyle’s May 13, 2026 closing price. Shareholders will receive 595 pence per share in cash. The companies also framed the deal as roughly US$3.6 billion equity value and US$5.0 billion enterprise value.

Tate & Lyle shareholders will retain entitlement to a final dividend of up to 13.2 pence per share for the fiscal year ending March 31, 2026, and an interim dividend of up to 6.8 pence per share for the six months ending September 30, 2026. The cash consideration will not be reduced by these dividends if they do not exceed the specified amounts or substitute dividends. Ingredion may reduce the offer if higher or additional dividends are declared under the scheme and co-operation agreement terms.

Both companies’ boards unanimously recommended the transaction. Ingredion secured irrevocable undertakings and letters of intent representing about 17.1% of Tate & Lyle’s issued share capital, including a 16.8% undertaking from Huber Equity Corporation. Tate & Lyle directors holding shares also committed to vote in favor. Gerry Murphy, chair of Tate & Lyle, said the offer “represents attractive and fair value for Tate & Lyle shareholders.”

The scheme requires approval at a Court Meeting and a General Meeting of Tate & Lyle shareholders, followed by sanction from the UK High Court and registration at Companies House. Completion depends on court and shareholder approval, competition and regulatory clearances, and customary conditions such as no material adverse change, accuracy of Tate & Lyle’s representations, and absence of injunctions.

Ingredion and Tate & Lyle entered a co-operation agreement covering conduct of business, regulatory cooperation, and termination rights during the run-up to completion and regulatory review.

Strategic Rationale and Financial Impact

Based on the companies’ latest full-year results, the combined business would generate about US$9.9 billion in revenue and roughly US$1.8 billion in adjusted EBITDA, a proxy for operating profit.

Ingredion said the deal broadens its specialty-ingredient capabilities across texture, sugar reduction, sweetening, fortification, mouthfeel, and multi-ingredient systems. It also extends complementary supply networks across the Americas, Europe, Middle East and Africa (EMEA), and Asia-Pacific to support multinational and regional food and beverage customers and the development of healthier, more sustainable formulations.

Ingredion expects run-rate net cost synergies of approximately US$130 million annually by the end of 2030 and anticipates one-time integration and restructuring costs of about US$175 million by the same date. Savings will come from procurement, manufacturing and supply-chain optimization, general and administrative efficiencies, and commercial cross-selling and research and development collaboration. The transaction is expected to be accretive to adjusted earnings per share in the first full year after closing, excluding one-time costs.

To fund the acquisition, Ingredion plans to use cash on hand, new debt, and, if needed, a drawdown on a fully committed bridge financing facility. The company expects net debt to adjusted EBITDA leverage to decline to about 2.5 times within 18 months of completion.

The parties target closing in the second half of 2027, subject to shareholder, court, and antitrust approvals.

“The Board has carefully evaluated Ingredion’s offer and believes it represents attractive and fair value for Tate & Lyle shareholders, while providing the company with a strong strategic partner to support its next phase of growth,” said Gerry Murphy, chair of Tate & Lyle.