Calavo Growers, Inc. Issues Key Supplemental Disclosures Regarding Merger with Mission Produce

Santa Paula, CA – April 17, 2026 – Calavo Growers, Inc. (“Calavo”) has released a detailed Current Report on Form 8-K, including significant supplemental disclosures related to its previously announced merger with Mission Produce, Inc. This update provides important information for shareholders and may influence the company’s share price.

Key Highlights of the Report

• Supplemental Disclosures Issued: Calavo, in conjunction with Mission Produce, has voluntarily supplemented the Joint Proxy Statement/Prospectus with additional disclosures. These are intended to provide greater transparency and address certain legal matters raised by shareholders. The companies specifically deny any wrongdoing but are providing these details to facilitate stockholder decision-making.
• Details on Selected Public Companies and Transaction Analysis: The report contains amendments and expanded details on the financial analyses performed by Jefferies, Calavo’s financial advisor. These analyses are crucial for understanding the fairness of the proposed merger consideration.
• Peer Group and Valuation Multiples: Jefferies compared Calavo to several public peers in the fresh produce industry, including Dole plc, Fresh Del Monte Produce Inc., Limoneira Company, and Mission Produce, Inc. The analysis focused on EV/Adjusted EBITDA multiples for fiscal years 2025 and 2026:
  • Dole plc: 5.5x (2025E), 5.2x (2026E)
  • Fresh Del Monte Produce Inc.: 7.4x (2025E), 6.9x (2026E)
  • Limoneira Company: 8.8x (2025E), 10.5x (2026E)
  • Mission Produce, Inc.: 9.0x (2025E), 9.1x (2026E)
• Implied Equity Value Ranges: Based on these multiples, Jefferies calculated the following reference ranges for Calavo’s implied per share equity value:
  • EV/FY2025E Adjusted EBITDA: \$17.80 – \$24.55
  • EV/FY2026E Adjusted EBITDA: \$20.10 – \$28.50

  The proposed merger consideration is \$27.00 per share (VWAP basis) and \$27.15 per share (spot price basis), which is at the higher end of the implied value range.

• Selected Transaction Analysis: Seventeen historical M&A transactions in the fresh produce sector were examined, with EV/LTM EBITDA multiples ranging from 7.7x up to 12.2x. Notable deals include Total Produce plc’s acquisition of Dole Food Company, Inc. (7.7x) and Grupo Cutrale / Safra Group’s acquisition of Chiquita Brands International plc (11.4x).
• Implied Value from Transaction Analysis: The reference range based on this analysis is \$23.45 – \$30.05 per share, again supporting the fairness of the merger consideration.
• Discounted Cash Flow Analysis: Jefferies also performed a DCF analysis, though the details are not fully disclosed in the summary, but this would typically provide a further valuation cross-check.
• Material Risks and Forward-Looking Statements: The report emphasizes the risks related to the merger, including potential regulatory challenges, integration risks, litigation, and the possibility that anticipated synergies may not materialize as expected. Shareholders are urged to read all filings and disclosures carefully.
• Procedural Details: The company reiterates that free copies of all related documents are available via the SEC and Calavo/Mission Produce investor relations websites.

Price Sensitive Information for Shareholders

• The supplemental disclosures confirm that the merger consideration is within the upper end of the valuation ranges determined by independent analysis. This supports the fairness of the deal relative to Calavo’s historical trading multiples and comparable transactions.
• The company has responded to legal challenges and shareholder inquiries with detailed, transparent disclosures, potentially reducing uncertainty and litigation-related overhang on the stock.
• The outcome of the shareholder vote and regulatory review remains uncertain. Any delays, rejections, or new litigation could impact share value.

What Investors Should Do

Shareholders are strongly encouraged to:

• Review the supplemental disclosures, the full Joint Proxy Statement/Prospectus, and all related SEC filings.
• Consider the fairness opinions and valuation analyses presented by Jefferies when making voting or investment decisions.
• Monitor for any additional updates regarding regulatory approvals, litigation developments, or changes to the merger terms.

Conclusion

The release of these supplemental disclosures is a noteworthy event for Calavo Growers, Inc. shareholders, as it provides greater transparency into the board’s decision-making process and supports the rationale for the proposed merger with Mission Produce, Inc. Given the implied value ranges and the careful process described, the market may view this as a constructive development, though risks remain until the transaction is formally approved and completed.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should read the full SEC filings and consult their financial advisors before making any decisions. Forward-looking statements are subject to risks and uncertainties which may cause actual results to differ materially from those projected.

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