Post Holdings, Inc. (NYSE:POST) made a non-binding indication of interest to acquire Bob Evans Farms, Inc. (NasdaqGS:BOBE) for $1.5 billion on August 8, 2017. As of September 5, 2017, Post Holdings made another non-binding indication of interest with the offer per share of $75.5 per share. Post Holdings, Inc. (NYSE:POST) entered into a definitive agreement to acquire Bob Evans Farms, Inc. (NasdaqGS:BOBE) for $1.5 billion on September 18, 2017. Under the terms of the agreement, Post Holdings will acquire Bob Evans for $77 per share. Post Holdings will also acquire Performance Restricted Stock Unit Award and Restricted Stock Units of Bob Evans for $77 per unit. Option holders of Bob Evans options will receive cash consideration which is difference of $77 and exercise price of the option. Post will also pay approximately $200 million to retire certain debt and other obligations of Bob Evans. Post expects to finance the purchase with cash on hand and through borrowings under Post’s existing revolving credit facility. As of November 28, 2017, Post announced that it will use the proceeds of $1 billion from its unsecured 5.625% senior notes due 2028 offering to fund the acquisition. Upon closing of the acquisition, Post expects to combine its existing refrigerated retail egg, potato and cheese business with Bob Evans, establishing a refrigerated retail business within Post. In case the deal is terminated, Bob Evans will pay termination fees of $50 million and Post will pay termination fees of $50 million. Bob Evans will be led by Mike Townsley, Bob Evans’ current President and Chief Executive Officer. As of January 11, 2018, upon close of the acquisition of Bob Evans, Post will form a refrigerated retail business unit and a foodservice business unit. As previously announced, Mike Townsley, current Chief Executive Officer of Bob Evans, will lead the refrigerated retail business, inclusive of Bob Evans retail business and Michael Foods retail egg, potato and cheese business. Mark Westphal, current Chief Financial Officer of Post's Michael Foods Group, has been named President of Michael Foods and will lead the foodservice business, inclusive of Michael Foods foodservice egg and potato business and Bob Evans foodservice business. The transaction is subject to customary closing conditions including the expiration of waiting periods under U.S. antitrust laws, regulatory approval, approval of the Board of Directors of both Post Holdings and Bob Evans; and approval of Bob Evans’ stockholders. The transaction was approved by the Boards of Directors of both Post Holdings and Bob Evans. As of December 4, 2017, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired and the transaction is now subject to customary closing conditions and approval of Bob Evans’s stockholders. The meeting on shareholders will be held on January 9, 2018. As on January 9, 2018, at the special meeting, approximately 14.8 million shares of Bob Evans Farms, representing approximately 74.1% of the outstanding shares of Bob Evans Farms approved the transaction. The transaction is expected to be completed in the first calendar quarter of 2018, Post’s second quarter of fiscal year 2018. As of December 4, 2017, transaction is expected to be completed in January 2018. As of January 11, 2018, the transaction is expected to close on January 12, 2018. The transaction is expected to be immediately accretive to Post’s top-line growth, adjusted EBITDA margins and free cash flow, excluding one-time transaction expenses. UBS Investment Bank, Barclays, Goldman Sachs & Co. LLC and Bank of America Merrill Lynch acted as financial advisors to Post. Anu Aiyengar, Matt Chlystek and Peter Kelly of J.P. Morgan Securities LLC acted as financial advisors to Bob Evans and provided a fairness opinion to its Board of Directors. Elizabeth Sedlock of Sedlock Partners acted as public relation advisor, Scott Van Winkle of ICR acted as investor relation advisor for Bob Evans. Sebastian Tiller and Jeongseok Jay Yu of Simpson Thacher & Bartlett LLP acted as legal advisor for J.P. Morgan Securities. Scott W. Bell, J. Page Davidson, Ethan G. Flatt, Ellen Hunter, William J. Kent and Eric J. Knox of Bass, Berry & Sims PLC acted as legal advisors to Bob Evans Farms. Tom W. Zook and Alfred Ludwi of Lewis Rice & Fingersh, L.C. acted as legal advisors to Post Holdings. UBS Securities LLC acted as broker to Post. American Stock Transfer & Trust Company acted as transfer agent for Bob Evans. Innisfree M&A Inc. acted as information agent for Bob Evans and will be paid an advisory fee of $0.04 million. J.P. Morgan will be paid an advisory fee of $20 million. Post Holdings, Inc. (NYSE:POST) completed the acquisition of Bob Evans Farms, Inc. (NasdaqGS:BOBE) on January 12, 2018.