CALAVO GROWERS INC 8-K

What Happened Calavo Growers, Inc. (CVGW) filed an 8-K on April 17, 2026 updating its previously announced Merger Agreement with Mission Produce, Inc. (Agreement signed Jan. 14, 2026). The deal is a two-step merger (Merger Sub I into Calavo, then the surviving entity into Merger Sub II), and Mission’s Form S-4/Joint Proxy Statement/Prospectus was declared effective March 20, 2026 and mailed around March 25, 2026. Special meetings of Mission stockholders and Calavo shareholders are scheduled for April 28, 2026. After shareholder litigation and demand letters alleging disclosure deficiencies, Calavo and Mission voluntarily supplemented the Joint Proxy Statement/Prospectus with additional disclosures while denying the claims.

Key Details

• Merger structure & consideration: two-step merger; stated Merger Consideration referenced as $27.00 per share (VWAP) and $27.15 per share (spot); Exchange Ratio used in analyses: 0.9790x.
• Financial inputs cited by Jefferies: Calavo estimated net cash ~$54.6M (as of Oct. 31, 2025); pro forma Combined Company net debt used ~$338.7M (incl. transaction expenses). Fully diluted Calavo shares used in analyses: ~17.9M to 18.2M.
• Jefferies valuation ranges (per-share implied values): Selected public comps $17.80–$28.50; Selected transactions $23.45–$30.05; Standalone DCF $33.65–$41.80; Merger-consideration DCF $35.00–$43.35.
• Litigation & demands: two lawsuits filed March 26, 2026 in New York (Ryan Carroll v. Calavo; Keith Jones v. Calavo) plus demand letters alleging disclosure omissions and seeking injunctive relief, rescission, damages or fees. Calavo and Mission assert the claims lack merit but provided supplemental disclosures to avoid delay, cost and distraction.

Why It Matters

• Shareholder vote and timing: Calavo and Mission shareholders will vote on the transaction at special meetings on April 28, 2026; litigation or additional demands could seek to delay or modify the process.
• Valuation context: Jefferies’ analyses produce a wide range of implied per‑share values — some analyses (DCF ranges) are materially above the $27 offer and others overlap or sit below it — a key fact likely relevant to shareholder views on fairness.
• Practical impact for investors: litigation and supplemental disclosures may influence the proxy process, timing and potential outcomes; investors should review the Joint Proxy Statement/Prospectus and the Supplemental Disclosures before voting.