Press Release December 18, 2017

Amplify Snack Brands to Be Acquired by Hershey for $1.6 Billion

The Mergers + Acquisitions team represented Amplify Snack Brands, Inc. (NYSE:BETR) in its definitive agreement to be acquired by The Hershey Company (NYSE:HSY) under which Hershey will acquire all outstanding shares of Amplify for $12.00 per share in cash. The transaction is structured as a tender offer followed by a merger, valued at approximately $1.6 billion, including net debt and including a make-whole payment of $76 million related to the Tax Receivable Agreement.

The agreement has been approved by the boards of directors of both companies. Affiliates of TA Associates, Amplify’s largest stockholder, and key Amplify insiders, who collectively represent approximately 57% of the outstanding shares, have agreed to tender their shares in the transaction. The transaction is subject to Amplify’s stockholders tendering a majority of Amplify’s outstanding shares on a fully diluted basis prior to the expiration of the tender offer, certain regulatory approvals and other customary conditions, and is expected to close in the first quarter of 2018.

Headquartered in Austin, Texas, Amplify Snack Brands is a high-growth snack food company focused on developing and marketing products that appeal to consumers’ growing preference for Better-For-You (BFY) snacks. The company’s brands – SkinnyPop®, Tyrrells®, Paqui®, Oatmega®, Lisa’s® Chips, The Wholesome Food Company and Thomas Chipman – embody its BFY mission of “snacking without compromise” and have amassed a loyal customer base across a wide range of food distribution channels in the United States, United Kingdom, Canada, Europe and Australia.

The Goodwin team was led by partners James Matarese, Brad Weber and Andrew Goodman and included counsel Kirby Lewis and associate Lillian Kim.

For additional details on the transaction, please read the press release.