CALAVO GROWERS INC 8-K

What Happened
On January 14, 2026, Calavo Growers, Inc. announced it entered into a definitive Agreement and Plan of Merger with Mission Produce, Inc. The transaction is structured as two back-to-back mergers and, if completed, each outstanding Calavo share will be converted into 0.9790 shares of Mission common stock plus $14.85 in cash (with cash in lieu of fractional shares). The parties intend the combined transaction to qualify as a tax-free reorganization; if the stock portion would be below 43% of total value, additional Mission shares will be issued to meet that threshold (with cash for any resulting fractional shares). The Merger is subject to customary conditions including approval by each company’s shareholders, HSR/antitrust clearance, Nasdaq listing authorization for the Mission shares to be issued, and effectiveness of a Form S-4 registration statement. The Merger Agreement was filed as Exhibit 2.1 and accompanied by an investor presentation and joint press release.

Key Details

• Consideration: 0.9790 Mission shares + $14.85 cash per Calavo common share; cash paid for fractional shares.
• Treatment of equity awards: all Calavo options and RSUs vest and are cancelled at closing; holders receive cash based on the Merger Consideration Value (MergerConsiderationValue = 0.9790 * 30‑day VWAP of Mission shares before close + $14.85); options pay the excess over exercise price, or are canceled for no value if not in-the-money.
• Timeline & approvals: deal must close by July 14, 2026 (with limited Mission extensions for antitrust delays); closing conditions include shareholder votes, antitrust/foreign investment clearances, Nasdaq listing authorization, and Form S-4 effectiveness.
• Break fees & protections: Calavo may owe a termination fee of ~$12.87M in certain circumstances; Mission could owe Calavo a reverse termination fee of ~$15.02M for a regulatory blocking or ~$12.87M in certain board-change scenarios.
• Executive retention: Calavo entered retention agreements—CFO James Snyder eligible for a $559,000 one‑time retention bonus and EVP Ronald Araiza $447,000 (plus specified severance or 50% of base salary on a Change in Control).

Why It Matters
This is a definitive sale agreement converting Calavo shareholders into a mix of Mission stock and cash, with a precise exchange formula and explicit treatment of employee equity (vest-and-cash-out). The stock/cash mix and the 43% stock threshold affect tax treatment and how much immediate cash versus stock investors will receive. Key closing conditions (shareholder approvals, antitrust clearances, Nasdaq listing and S-4 effectiveness) and the July 2026 outside date create timing and regulatory risks that investors should watch. The disclosed termination and reverse-termination fees show both sides’ incentives to complete the deal, and the executive retention payments indicate Calavo is taking steps to keep management through closing. The company filed an investor presentation and joint press release with the 8‑K for further details.