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Strauss Group M&A Activity 2026

Mar 17, 2026

7061_rns_2026-03-17_23bafad1-0053-4078-ae13-a01f86a5e945.pdf

M&A Activity

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This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .

Strauss Group Ltd.

("the Company")

To,

Israel Securities Authority

via the MAGNA system

March 17, 2026

To,

The Tel-Aviv Stock Exchange Ltd.

via the MAGNA system

Dear Sir/Madam,

Re: Immediate Report - Agreement for the acquisition of a company in Brazil by the 3Corações joint venture

The Company is pleased to announce that on March 16, 2026, a subsidiary of TRÉS CORAÇÕES ALIMENTOS S.A., a material associate company of the Company which is a joint venture owned by the subsidiary Strauss Coffee B.V. (50%) and Sao Miguel FIP (50%) (hereinafter: "3Corações" or the "Purchaser"), entered into an agreement with corporations of the international food group General Mills, Inc. (hereinafter together: the "Seller") for the acquisition of all (100%) rights in General Mills Brasil Alimentos Ltda. whose main asset is all (100%) rights in Yoki Distribuidora de Alimentos Ltda. (hereinafter "Yoki" or the "Acquired Company").

Yoki was founded in 1960 and is a leading food company in Brazil with a wide portfolio of products in the categories of dry food, snacks, cooking and seasoning solutions, and including ownership of some of the leading local brands in Brazil in the categories in which it operates, including "Yoki" and "Kitano". Additionally, the Acquired Company owns two production facilities and utilizes five third-party distribution centers in Brazil.

The consideration under the said acquisition agreement ("the Acquisition Agreement") stands at approximately 800 million Brazilian Real (approximately NIS 475 million as of the end of the day on March 16, 2026), based on cash-free debt-free assumptions and an agreed normative working capital, subject to customary adjustments for deviation from these assumptions as well as additional reductions agreed upon under the Acquisition Agreement.

The acquisition consideration, which was determined in negotiations between the parties and is expected to be paid on the transaction completion date, will be funded from 3Corações' own sources.

The engagement in the said Acquisition Agreement constitutes an implementation of the Company's business strategy (as detailed, inter alia, in Section 23.2 of the Description of the Corporation's Business chapter of the Company's Periodic report for the year 2024¹), to act

¹ See the Company's Periodic report for the year 2024, as published on March 25, 2025 (Reference No.: 2025-01-019985).


This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer..

To expand its operations in Brazil into new categories beyond the roasted and ground (R&G) coffee category, both through organic growth and through mergers and acquisitions.

According to the company's assessment, the said acquisition will allow 3Corações, which is the leading coffee company in Brazil, to expand the value proposition to customers in non-coffee areas, while leveraging 3Corações' infrastructure and marketing, commercial, and operational capabilities in the Brazilian market and creating significant marketing and operational synergies and strengthening its portfolio of leading products and brands.

According to 3Corações' assessment, the realization of the synergistic potential as mentioned above is expected to lead to a significant improvement in the business results of the acquired activity and a positive contribution to the profit and free cash flow of 3Corações within 18-24 months from the transaction completion date.

Completion of the transaction is subject to the fulfillment of suspensive conditions, including receiving approval from the Brazilian competition authority, receiving audited financial reports for 2024, and other customary conditions. According to the company's assessment, completion of the transaction is expected by the end of 2026 subject to the fulfillment of the suspensive conditions as detailed above.

Below are key figures from pro forma reports of the acquired company based on unaudited financial reports $^2$ provided to 3Corações by the seller (excluding assets excluded from the transaction which will be removed from the acquired company prior to the completion of the transaction and excluding activity that will be discontinued by the purchaser after the completion of the transaction):

(In millions of Brazilian Real) 12 months ended in May 2024* 12 months ended in May 2025* 12 months ended in November 2025
Revenues 1,786 1,853 1,933
Gross profit 429 593 539
Operating profit (370) (291) (216)
Net profit As of the date of signing the purchase agreement, no data was received
(In millions of Brazilian Real) May 2024* May 2025* November 2025
--- --- --- ---
Total assets** 4,155 4,341 4,081
Total liabilities** 2,127 2,525 2,388

This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .

  • Based on the fiscal year-end date of the seller, according to the relevant year.
    ** From total assets and total liabilities, no neutralization of assets and liabilities was performed for activity that will be discontinued by the purchaser after completion of the transaction.

The information stated in this report, regarding the fulfillment of the conditions precedent and the completion of the transaction by the end of 2026, as well as the company's estimates regarding the creation of synergies, the significant improvement in the business results of the acquired activity as detailed above, the expected duration for their realization, and the strengthening of the 3Corações portfolio through said acquisition, is forward-looking information as defined in the Securities Law, 5728-1968, based on the company's estimates regarding the realization of the conditions precedent and also regarding the realization of the business plans of 3Corações through the acquired company, and it may not be realized or may be realized differently in cases where the actual realization of business plans will be different from that expected as of the date of this report by the company, and also depending on the environment and market conditions in which it operates and factors beyond the company's control.

On Tuesday, March 17 at 15:00, the company will hold an investors' call via the ZOOM video service, during which a presentation to investors regarding the transaction subject of this report will be presented.

To join the conference call, use the following link:

https://us02.zoom.us/webinar/register/WN_x7OjEFvShaoh12UnmBSOg

Webinar ID: 842 4842 6380

The presentation to investors that will be shown during the conference call will be published by the company close to the time of the call.

Starting from March 18, 2026, a recording of the conference call can be found on the company's website at the following link: https://ir.strauss-group.com

The conference call is not a substitute for reviewing the company's immediate reports, which include the full information including all forward-looking information included therein in accordance with the provisions of Section 32A of the Securities Law, 5728-1968.

It is clarified that this notice does not constitute an offer or invitation to purchase securities of the company.

Sincerely,

Strauss Group Ltd.

Date of Signature: March 17, 2026

Names of Signers:

Shai Babad, Chief Executive Officer

Yael Nevo, Senior Vice President, Chief Legal Officer and Company Secretary

3/17/2026 | 10:58:44 AM