Based in Parsippany, New Jersey, B&G Foods and its subsidiaries manufacture, sell and distribute high-quality, branded shelf-stable and frozen foods across the United States, Canada and Puerto Rico. With B&G Foods’ diverse portfolio of more than 45 brands you know and love, including B&G, Bear Creek, College Inn, Cream of Wheat, Crisco, Dash, Kitchen Basics, Las Palmas, Mama Mary’s, Maple Grove Farms, New York Style, Ortega, Polaner, Spice Islands and Victoria, there’s a little something for everyone. For more information about B&G Foods and its brands, please visit www.bgfoods.com.
Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
On
October 6, 2026, B&G Foods issued a press release announcing that, on October 5, 2026, B&G Foods and Nortera Foods mutually terminated
our previously announced agreement to sell the Green Giant and Le Sieur frozen and shelf-stable vegetable
product lines in Canada to Nortera Foods.
Under the terms of the asset purchase agreement,
either party was entitled to terminate the agreement if regulatory approval in Canada had not been obtained by the Competition Act outside
date of September 24, 2026. Although the parties worked cooperatively and in good faith to seek the required approval under Canada’s
Competition Act, the approval had not been obtained by the outside date and the conditions to closing therefore were not satisfied. B&G
Foods and Nortera remain appreciative of the efforts of their respective employees, customers and stakeholders throughout the regulatory
review process.
As a result of the termination, the asset purchase
agreement is no longer in effect and B&G Foods will continue to own and operate Green Giant Canada and focus on executing its
strategic and operating plans, and Nortera Foods will continue to serve as the primary co-manufacturer for Green Giant Canada.
B&G Foods intends to continue evaluating strategic
and operational alternatives for Green Giant Canada, including potential sale transactions, strategic partnerships or other opportunities
that may maximize value for shareholders.
Pursuant to the asset purchase agreement, Nortera
Foods will pay B&G Foods US$1.6 million, consisting of a contractually required termination fee and reimbursement of a portion of
B&G Foods’ legal expenses.
A copy of the press release is attached to this
report as Exhibit 99.1. The information contained in the press release is incorporated by reference herein and is furnished pursuant to
Item 7.01, “Regulation FD Disclosure.”
Filed exhibits (1)
EX-99.1 (by filename) tm2626946d1_ex99-1.htm
Exhibit 99.1
B&G Foods and Nortera Announce Termination
of Green Giant Canada Asset Purchase Agreement
Parsippany, N.J., October 6, 2026 - B&G Foods, Inc. (NYSE:
BGS) and Nortera Foods Inc. today announced that B&G Foods Canada, ULC and Nortera Foods terminated on October 5, 2026 their previously
announced asset purchase agreement entered into on October 24, 2025, pursuant to which B&G Foods Canada had agreed to sell Green
Giant Canada to Nortera Foods.
Under the terms of the asset purchase agreement, either party was entitled
to terminate the agreement if regulatory approval in Canada had not been obtained by the Competition Act outside date of September 24,
2026. Although the parties worked cooperatively and in good faith to seek the required approval under Canada’s Competition Act,
the approval had not been obtained by the outside date and the conditions to closing therefore were not satisfied. B&G Foods and Nortera
remain appreciative of the efforts of their respective employees, customers and stakeholders throughout the regulatory review process.
As a result of the termination, the asset purchase agreement is no
longer in effect and B&G Foods will continue to own and opera…