v3.25.2
Acquisition and Divestitures
 12 Months Ended
May 25, 2025
Acquisition and Divestitures [Abstract]  
Acquisition and Divestitures
NOTE 3. ACQUISITIONS AND DIVESTITURES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
During
 
the
 
third
 
quarter
 
of
 
fiscal
 
2025,
 
we
 
acquired
 
NX
 
Pet
 
Holding,
 
Inc.,
 
representing
 
Whitebridge
 
Pet
 
Brands’
 
North
 
American
premium cat feeding
 
and pet treating
 
business, for a
 
purchase price of
 
$
1.4
 
billion (Whitebridge Pet
 
Brands acquisition). We
 
financed
the transaction
 
with cash
 
on hand
 
and new
 
debt. We
 
consolidated Whitebridge
 
Pet Brands
 
into our
 
Consolidated Balance
 
Sheets and
recorded goodwill of
 
$
1,086.7
 
million, an indefinite-lived
 
intangible asset for
 
the
Tiki Pets
 
brand totaling $
289.0
 
million, and a finite-
lived customer
 
relationship asset
 
of $
31.0
 
million. The
 
goodwill is
 
included in
 
the North
 
America Pet
 
segment and
 
is not
 
deductible
for tax
 
purposes. The
 
pro forma effects
 
of this acquisition
 
were not material.
 
We
 
have conducted
 
a preliminary
 
assessment of
 
the fair
value
 
of the
 
acquired
 
assets and
 
liabilities of
 
the business
 
and
 
we are
 
continuing our
 
review of
 
these items
 
during
 
the measurement
period.
 
If
 
new
 
information
 
is obtained
 
about
 
facts
 
and
 
circumstances
 
that
 
existed
 
at
 
the
 
acquisition
 
date,
 
the
 
acquisition
 
accounting
will
 
be
 
revised
 
to
 
reflect
 
the
 
resulting
 
adjustments
 
to
 
current
 
estimates
 
of
 
those
 
items.
 
The
 
consolidated
 
results
 
are
 
reported
 
in
 
our
North America Pet operating segment on a one-month lag.
During
 
the
 
second
 
quarter
 
of
 
fiscal
 
2025,
 
we
 
entered
 
into
 
definitive
 
agreements
 
to
 
sell
 
our
 
North
 
American
 
yogurt
 
businesses
 
to
affiliates of Groupe Lactalis S.A. (Lactalis) and
 
Sodiaal International (Sodiaal) for approximately $
2.1
 
billion. During the third quarter
of
 
fiscal
 
2025,
 
we
 
completed
 
the
 
sale
 
of
 
our
 
Canada
 
yogurt
 
business
 
to
 
Sodiaal
 
and
 
recorded
 
a
 
pre-tax
 
gain
 
of
 
$
95.9
 
million.
Subsequent to the end of fiscal 2025, the regulatory review for the
 
sale of our United States yogurt business to Lactalis was completed,
and
 
the
 
transaction
 
was
 
cleared
 
to
 
close
 
subject
 
to
 
completion
 
of
 
other
 
customary
 
closing
 
conditions.
 
We
 
expect
 
to
 
close
 
the
transaction and
 
record a
 
pre-tax gain
 
on the
 
sale of
 
this business in
 
the first
 
quarter of
 
fiscal 2026.
 
We
 
have classified
 
relevant assets
and
 
liabilities
 
associated
 
with
 
our
 
United
 
States yogurt
 
business as
 
held
 
for
 
sale in
 
our Consolidated
 
Balance
 
Sheets
 
as of
 
May
 
25,
2025.
 
The components of assets held for sale and liabilities held for sale are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
In Millions
May 25, 2025
Inventories
$
56.2
Prepaid expenses and other current assets
15.3
Land, buildings, and equipment
230.5
Goodwill
252.6
Other intangible assets
160.7
Other assets
25.1
Assets held for sale
$
740.4
Other current liabilities
$
8.9
Other liabilities
9.5
Liabilities held for sale
$
18.4
 
 
 
 
 
 
 
 
 
 
 
 
 
During the fourth quarter
 
of fiscal 2024, we acquired
 
a pet food business in Europe,
 
for a purchase price of $
434.1
 
million, net of cash
acquired.
 
During
 
the
 
first
 
quarter
 
of
 
fiscal
 
2025,
 
we
 
paid
 
$
7.7
 
million
 
related
 
to
 
a
 
purchase price
 
holdback
 
after closing
 
conditions
were
 
met.
 
We
 
financed
 
the
 
transaction
 
with
 
cash
 
on
 
hand. We
 
consolidated
 
the
 
business
 
into
 
our
 
Consolidated
 
Balance Sheets
 
and
recorded
 
goodwill
 
of
 
$
317.5
 
million,
 
an
 
indefinite-lived
 
brand
 
intangible
 
asset
 
of
 
$
118.4
 
million
 
and
 
a
 
finite-lived
 
customer
relationship asset
 
of $
14.2
 
million. The
 
goodwill is
 
included in
 
the International
 
segment and
 
is not
 
deductible for
 
tax purposes.
 
The
pro forma effects
 
of this acquisition were
 
not material. The consolidated
 
results are reported
 
in our International operating
 
segment on
a one-month lag.
 
During
 
the first
 
quarter
 
of fiscal
 
2023,
 
we
 
acquired
 
TNT Crust,
 
a
 
manufacturer
 
of high-quality
 
frozen pizza
 
crusts
 
for
 
regional
 
and
national pizza
 
chains, foodservice
 
distributors, and
 
retail outlets,
 
for a
 
purchase price
 
of $
253.0
 
million. We
 
financed the
 
transaction
with U.S. commercial paper.
 
We consolidated
 
the TNT Crust business into
 
our Consolidated Balance Sheets
 
and recorded goodwill of
$
156.7
 
million. The
 
goodwill is
 
included in
 
the North
 
America Foodservice
 
segment and
 
is not
 
deductible for
 
tax purposes.
 
The pro
forma effects of this acquisition were not material.
 
During the
 
first quarter
 
of fiscal
 
2023,
 
we completed
 
the sale
 
of our
 
Helper main
 
meals and
 
Suddenly
 
Salad side
 
dishes business
 
to
Eagle Family Foods Group for $
606.8
 
million and recorded a pre-tax gain of $
442.2
 
million.