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Cal-Maine Foods Announces Proposed Secondary Offering of Common Stock by Company’s Founder’s Family and Concurrent Share Repurchase
RIDGELAND, Miss.--(BUSINESS WIRE)-- Cal-Maine Foods, Inc. (NASDAQ: CALM) (the “Company”) today announced an underwritten public offering (the “Offering”) of
About this update from Cal-maine Foods, Inc.
[{"type":"text","content":" RIDGELAND, Miss.--(BUSINESS WIRE)--\nCal-Maine Foods, Inc. (NASDAQ: CALM) (the “Company”) today announced an underwritten public offering (the “Offering”) of 3,024,287 shares of its common stock by the four daughters of the Company’s late founder, Fred R. Adams, Jr. (“Mr. Adams”), Dinnette Adams Baker, Luanne Adams, Nancy Adams Briggs and Laurel Adams Krodel, and Adolphus B. Baker, Board Chair (and Mr. Adams’ son-in-law) (collectively, the “Selling Stockholders”), subject to market conditions and other factors. There can be no assurance as to whether or when the Offering may be completed or as to the final size or terms of the Offering.\n\nIn anticipation of the Offering, all outstanding shares of the Company’s Class A common stock (with ten votes per share) were converted into shares of the Company’s common stock, as a result of which the Company has ceased to be a “controlled company” pursuant to the rules of The Nasdaq Stock Market.\n\nThe Company intends to purchase up to $50 million of shares of its common stock being sold in connection with the Offering directly from the Selling Stockholders at a price per share equal to the price at which the underwriter will purchase shares from the Selling Stockholders in the Offering (the “Share Repurchase”). Notwithstanding the foregoing, the number of shares of the Company’s common stock to be offered in the Offering will be equal to 3,530,616 shares less the number of shares the Company has agreed to repurchase based on the price to be paid by the underwriter in the Offering. The Offering is not conditioned upon the closing of the Share Repurchase, but the Share Repurchase is conditioned upon the closing of the Offering. The Share Repurchase is being made pursuant to the Company’s $500 million share repurchase program (the “Share Repurchase Program”), which was approved by the Company’s Board of Directors on February 25, 2025. After the completion of the Share Repurchase, there will be approximately $450 million remaining under the Share Repurchase Program.\n\nGoldman Sachs & Co. LLC is acting as the sole underwriter for the Offering. The Company is not selling any shares of its common stock in the Offering, and the Company will not receive any proceeds from the Offering.\n\nA registration statement (including prospectus) relating to these securities was filed with the Securities a...