McCormick & Company and Unilever are pursuing a proposed $66 billion combination involving Unilever’s Foods business, a transaction that would reshape the global food and flavour industry. Rothschild & Co acted as joint-lead financial adviser to McCormick on the proposed deal.
The combination is intended to bring complementary food brands, seasoning products and flavour expertise under a single corporate structure, creating a business with approximately $20 billion in annual revenue. The proposed transaction would significantly expand McCormick’s scale and strengthen its position in global food markets.
$66 Billion Transaction to Combine Food Businesses
The proposed deal carries a total enterprise value of $66 billion, including $44.8 billion attributed to Unilever’s Foods business.
Under the proposed ownership structure, Unilever shareholders would hold approximately 65% of the combined company, while existing McCormick shareholders would own the remaining 35%.
The arrangement would bring the businesses together under a new ownership structure, combining McCormick’s expertise in spices and seasonings with Unilever’s food brands and operations. The resulting company would have a broader international presence and a larger revenue base.
Reverse Morris Trust Structure at the Centre of Deal
The transaction is structured as a Reverse Morris Trust (RMT), a corporate arrangement commonly used to separate a business from its parent company and combine it with another company. Depending on the transaction structure and compliance with applicable legal and regulatory requirements, this approach can offer tax advantages.
The proposed combination would be notable for its scale, representing the largest Reverse Morris Trust transaction involving a European company, according to the transaction details provided.
For Unilever, the structure offers a route to separate its Foods business while combining it with McCormick under a revised ownership arrangement. For McCormick, the deal provides an opportunity to expand its portfolio, increase its global reach and strengthen its position across the food and flavour categories.
Any intended tax benefits would remain subject to the transaction meeting the relevant legal and regulatory conditions.
Rothschild & Co, Citi and Global Advisory Teams
Rothschild & Co and Citi served as advisers to McCormick, while Goldman Sachs, Morgan Stanley and PwC advised Unilever.
The involvement of these financial institutions and professional services firms reflects the complexity of structuring a large cross-border corporate combination involving business separation, valuation and ownership arrangements.
Rothschild & Co’s role as joint-lead financial adviser places it among the key advisers supporting McCormick through the proposed transaction.
Combined Company to Generate Around $20 Billion in Revenue
The proposed combination would create a global food business with approximately $20 billion in annual revenue, bringing together established brands and expertise in flavours, spices, seasonings and other food products.
For McCormick, the transaction represents a potential expansion in scale and market reach. For Unilever, it provides a pathway to separate its Foods operations through a structured corporate transaction.
The proposed deal’s final impact will depend on the completion of the transaction and the successful integration of the businesses. If completed as planned, the combination would establish a larger global player in the food and flavour industry.