• Creates a scaled global provider of specialty ingredient solutions for a healthier, tastier and more sustainable future of food
• Broadens Ingredion’s specialty ingredients platform across texturants, sugar reduction, and fortification, adding complementary capabilities in multi-ingredient systems and recipe development
• Expands Ingredion’s ability to address customer needs across a wider range of end use categories and applications
• Brings together complementary geographic supply networks across the Americas, Europe, the Middle East and Africa, and Asia Pacific to deliver faster, more reliable and cost-effective ingredients and solutions for customers and consumers worldwide

ESTCHESTER, IL., JUNE 8, 2026 – Ingredion Incorporated (NYSE: INGR) (“Ingredion”), a leading global provider of ingredient solutions to the food and beverage and industrial segments, today announced a recommended all-cash offer for the acquisition of Tate & Lyle PLC (“Tate & Lyle”), a global leader in mouthfeel, sweetening and fortification (the “Acquisition”). The transaction implies a total enterprise value of approximately £3.7B ($5.0B), based on the pound sterling to U.S. dollar exchange rate on June 5, 2026.

The Acquisition represents a compelling opportunity to bring together two complementary businesses with a shared commitment to innovation, customer partnership and scientific excellence. Together, the combined group will be better positioned to help customers address evolving consumer needs by delivering products that are nutritious and affordable, with the taste, texture and quality that consumers expect. By combining complementary ingredient portfolios, technical expertise and geographic supply networks, the Acquisition will accelerate Ingredion’s ongoing transformation and enhance its ability to support customers as they address the trends reshaping the global food and beverage industry.

“Combining Ingredion and Tate & Lyle’s complementary portfolios establishes a global leader in ingredient solutions with the innovation expertise and geographic reach that will help create the future of food,” said Jim Zallie, chairman, president and CEO of Ingredion. “The combined business will be better positioned to serve customers’ needs for the development of great-tasting, healthier and affordable food products that consumers demand. This compelling combination will create exciting new possibilities for employees and generate significant value for all stakeholders.”

Commenting on today’s announcement, David Hearn, Chair of Tate & Lyle said: “Over the last few years, Tate & Lyle has been successfully repositioned as a leading global specialty food and beverage solutions business aligned to growing consumer demand for healthier, more nutritious and sustainable food and drink. I would like to recognise the exceptional contribution of the team at Tate & Lyle for their talent, insight and commitment which has been a key driver of this transformation and the business we have built. Looking forward, we believe the next chapter with Ingredion will create a business with even greater potential, greater scale, and increased investment in innovation in support of customers. The Board of Tate & Lyle believes Ingredion’s offer represents an attractive opportunity for shareholders to crystalise value in cash, and that it will be an excellent steward of Tate & Lyle. The Board therefore unanimously recommends Ingredion’s offer to Tate & Lyle’s shareholders.”

Compelling Strategic Rationale

The Acquisition offers strategic, operational and financial benefits, including:

Bolstering Ingredion’s portfolio and creating significant strategic growth opportunities

• Broadens Ingredion’s specialty ingredients platform across texturants, sugar reduction, and fortification.
• Adds complementary capabilities in multi-ingredient systems and recipe development.
• Expands Ingredion’s ability to address customer needs across a wider range of end use categories and applications.

Creating a complementary and differentiated portfolio in texture and sugar reduction

• Combines Ingredion’s texture and sugar reduction capabilities with Tate & Lyle’s expertise in mouthfeel, sweetening, and fortification.
• Positions the combined group to better help customers address growing consumer demand for food and beverage products that are safe, high quality, affordable, great tasting, and healthier.

Diversifying Ingredion’s global platform with critical scale in North America, Europe and Emerging Markets

• Brings together complementary geographic supply networks across the Americas, Europe, the Middle East and Africa, and Asia Pacific.
• Delivers faster, more reliable and cost-effective solutions for customers and consumers worldwide.
• Enhances local market insights to better anticipate regional customer needs and consumer preferences.

Delivering solutions for diverse consumer needs across the value chain

• Combines applications expertise, customer-led formulation capabilities and expanded customer-centric data insights to deliver more integrated, higher-value ingredient solutions at an affordable price for end consumers.
• Enables closer partnership with customers – from concept development through to commercialization – by building cost-effective bespoke ingredient solutions to meet customer needs, and by deepening Ingredion’s innovation and formulation capabilities while accelerating and optimizing speed-to-market.

Enhancing IP and technological capabilities to drive innovation

• Unifies two respected brands, each with over a century of history and known for innovation, quality, service, and trust in the ingredients space.
• Combines complementary IP, technology, talent and applications capabilities to support faster innovation and next-generation ingredient systems development.
• Enhances the ability to develop systems-based solutions across mouthfeel, sweetening, and fortification, including solutions that support healthier product offerings.

Delivering significant financial benefits and value creation under a prudent financial structure

• The integration is expected to deliver significant run-rate net cost synergies of approximately $130 million, which are expected to be fully realized by the end of 2030. The one-time costs to achieve these annual cost savings are expected to amount to approximately $175 million in aggregate by the end of 2030.
• The Acquisition is expected to be adjusted EPS accretive to Ingredion shareholders in the first year following transaction completion, and is expected to enhance the long-term growth profile and earnings potential of the combined group.

Transaction Details

Under the terms of the transaction, Tate & Lyle shareholders will be entitled to receive 595 pence per share, representing an approximate 59% premium to Tate & Lyle’s closing share price as of May 13, 2026. In addition, Tate & Lyle shareholders will be entitled to receive a final dividend in relation to the financial year ended March 31, 2026 of no greater than 13.2 pence per ordinary Tate & Lyle share and an interim dividend in relation to the six-month period ending September 30, 2026 of no greater than 6.8 pence per ordinary Tate & Lyle share.

Ingredion intends to finance the Acquisition through a combination of existing cash resources, new debt financing and, to the extent required, a drawdown on a fully committed bridge financing facility. Ingredion expects pro forma net leverage at completion of the Acquisition to be approximately 3.0x net debt-to-adjusted EBITDA (as calculated under Ingredion’s credit agreements). Ingredion remains committed to maintaining a strong investment-grade credit profile and expects to reduce leverage to approximately 2.5x net debt-to-adjusted EBITDA within approximately 18 months following completion of the transaction.

It is intended that the Acquisition will be implemented by means of a court-sanctioned scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006 (the “Scheme”), although Ingredion reserves the right to effect the Acquisition by way of a takeover offer, subject to the consent of the UK Panel on Takeovers and Mergers and the terms of the co-operation agreement between Ingredion and Tate & Lyle.

Timing and Approvals

Completion of the Acquisition is subject to the satisfaction of various conditions, including, among others, approval by Tate & Lyle shareholders, sanction of the Scheme by the High Court of Justice in England and Wales (the “Court”), and the satisfaction or waiver of the antitrust conditions. The transaction has been unanimously approved by Ingredion’s Board of Directors. Tate & Lyle’s Board of Directors intends to recommend unanimously that the Tate & Lyle shareholders vote in favor of the Scheme at the shareholder meetings to be convened by order of the Court for the purpose of, or on any shareholders’ resolutions prepared with respect to, approving the Scheme and related matters.

Ingredion has received an irrevocable undertaking from Huber Equity Corporation to vote in favor of the Scheme at the meeting of Tate & Lyle shareholders and the resolutions to be proposed at the general meeting of Tate & Lyle shareholders (and if Ingredion, with the consent of the Panel and subject to the terms of the co-operation agreement, subsequently structures the Acquisition as a takeover offer, to accept any takeover offer by Ingredion) in respect of a total of 75,000,000 Tate & Lyle Shares representing, in aggregate, approximately 16.8% of Tate & Lyle’s existing issued ordinary share capital as of June 5, 2026.

Completion of the Acquisition is expected to take place in the second half of 2027.