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0000016160 False ☐ ☐ ☐ ☐ ☐ 0000016160 2025-06-02 2025-06-02
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
Date of Report (Date of Earliest Event Reported):
June 2, 2025
Cal-Maine Foods, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
001-38695
64-0500378
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
 
1052 Highland Colony Pkwy
,
Suite 200
,
Ridgeland
,
MS
39157
(Address of principal executive offices (zip code))
 
601
-
948-6813
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended
 
to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instruction A.2 below):
☐
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
 
Pre-commencement communications pursuant to Rule 14d-2(b) under
 
the Exchange Act (17 CFR 240.14d-2(b))
☐
 
Pre-commencement communications pursuant to Rule 13e-4(c) under
 
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
 
Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
CALM
The
NASDAQ
 
Global Select Market
Indicate by check mark whether the registrant is an emerging growth company
 
as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company
☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not
 
to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange On June 2, 2025, Cal-Maine Foods, Inc. (the “Company”) issued a press release announcing it has closed the previously
Act.
☐
 
 
 
Item 8.01 Other Events
announced
 
acquisition
 
of
 
Echo
 
Lake
 
Foods,
 
LLC
 
(formerly
 
Echo
 
Lake
 
Foods,
 
Inc.)
 
and
 
certain
 
related
 
companies
(collectively “Echo
 
Lake Foods”).
 
Echo Lake
 
Foods produces,
 
packages, markets
 
and distributes
 
ready-to-eat egg
 
products
and breakfast foods,
 
including waffles, pancakes,
 
scrambled eggs,
 
frozen cooked omelets,
 
egg patties, toast
 
and diced eggs.
A copy of the Company’s press release is attached hereto as Exhibit 99.1 to
 
this Current Report.
Item 9.01.
 
Financial Statements and Exhibits
(d)
 
Exhibits
Exhibit
Number
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
 
Pursuant to the
 
requirements for the
 
Securities Exchange Act of 1934,
 
the registrant has
 
duly caused this
 
report to be
 
signed on
its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
CAL-MAINE FOODS, INC.
Date:
June 2, 2025
By:
 
/s/ Max P. Bowman
 
Max P. Bowman
 
Director, Vice President, and Chief Financial Officer Sherman Miller, President and CEO
EX-99.1 5 exhibit991.htm EX-99.1 exhibit991
exhibit991p1i0
Exhibit 99.1
-MORE-
Contacts:
Max P. Bowman, Vice President and CFO
(601) 948-6813
CAL-MAINE FOODS CLOSES ACQUISITION OF ECHO LAKE FOODS
RIDGELAND, Miss.
 
(June 2, 2025)
—
 
Cal-Maine Foods,
 
Inc. (NASDAQ:
 
CALM) (“Cal-Maine
 
Foods” or
 
the
“Company”), today announced the closing of its acquisition of Echo Lake Foods.
The Company announced
 
in April that
 
it signed a
 
definitive agreement to
 
acquire Echo Lake
 
Foods in an
all-cash transaction
 
for approximately
 
$258 million,
 
which is
 
expected to
 
provide a
 
tax benefit
 
of ~$28
million equating
 
to
 
an effective
 
purchase price
 
of
 
~$230
 
million.
 
Echo
 
Lake Foods
 
produces,
 
packages,
markets
 
and
 
distributes
 
ready-to-eat
 
egg
 
products
 
and
 
breakfast
 
foods,
 
including
 
waffles,
 
pancakes,
scrambled
 
eggs,
 
frozen
 
cooked
 
omelets,
 
egg
 
patties,
 
toast
 
and
 
diced
 
eggs.
 
Echo
 
Lake
 
Foods
 
had
 
annual
revenues of approximately $240 million in 2024 with a five-year CAGR of approximately
 
10%.
 
Highlights of the Transaction:
Compelling Strategic Rationale
●
Allows Cal-Maine Foods to
 
enter the large, growing
 
and highly stable value-added
 
food portion of
the egg category
●
Expands strategic
 
customer relationships
 
with retail,
 
quick service
 
restaurant and
 
other food
 
service
customers
●
Leverages Cal-Maine Foods’ extensive sales and supply chain distribution capabilities
Attractive Financial Returns
●
Provides access to additional long-term growth opportunities while reducing
 
earnings volatility
●
Estimated potential $15
 
million annual synergy
 
opportunity driven by
 
egg purchasing efficiencies
and SG&A savings
●
Expected mid-single digit percentage accretion to EPS (including synergies)
 
in FY2026.
Sherman Miller,
 
president and
 
chief executive
 
officer of Cal-Maine
 
Foods, stated,
 
“The addition
 
of Echo
Lake Foods advances our stated strategy to expand and diversify
 
our product portfolio and customer mix.
Echo Lake Foods is
 
a leading innovator with a
 
long history of providing quality ready-to-eat
 
egg products
and breakfast foods to
 
a blue-chip customer base. The
 
combined product lines and capabilities of
 
the two
companies
 
are
 
highly
 
complementary
 
and,
 
importantly,
 
we
 
share
 
similar
 
values
 
of
 
pursuing
 
operating
excellence and meeting the needs of our customers.
“The acquisition
 
of Echo
 
Lake Foods
 
meets our
 
disciplined set
 
of investment
 
criteria, including
 
relevant
geographic
 
markets,
 
operating
 
synergies,
 
product
 
mix,
 
proximity
 
to
 
customers
 
and
 
expected
 
financial
returns. The Echo
 
Lake Foods team
 
has built a
 
terrific business and
 
we look forward
 
to working together
on a
 
successful integration,
 
delivering on
 
a unique
 
opportunity for
 
our customers
 
and shareholders,
 
and
welcoming
 
Kathy
 
Brodhagen to
 
our
 
leadership
 
team
 
and
 
Echo
 
Lake
 
employees
 
to
 
the
 
Cal-Maine
 
Foods
family,” added Miller.
Goldman
 
Sachs
 
&
 
Co
 
LLC
 
is
 
serving
 
as
 
Cal-Maine
 
Foods,
 
Inc.’s
 
exclusive financial
 
advisor
 
while
 
Sidley
Austin LLP is serving as its lead legal advisor.
Cal-Maine Foods Completes
 
Acquisition of Echo Lake Foods
Page 2
June 2, 2025
-END-
About Cal-Maine Foods
Cal-Maine Foods,
 
Inc. is
 
primarily engaged
 
in the
 
production, packaging,
 
marketing and
 
distribution of
fresh
 
shell
 
eggs,
 
including
 
conventional,
 
cage-free,
 
organic,
 
brown,
 
free-range,
 
pasture-raised
 
and
nutritionally
 
enhanced
 
eggs,
 
as
 
well
 
as
 
a
 
variety
 
of
 
ready-to-eat
 
egg
 
products.
 
The
 
Company,
 
which
 
is
headquartered in Ridgeland, Mississippi,
 
is the largest
 
producer and distributor of
 
fresh shell eggs
 
in the
nation and sells most of its shell eggs throughout the majority of the United States.
Forward Looking Statements
Statements contained in
 
this press release that
 
are not historical
 
facts are forward-looking
 
statements as
that
 
term
 
is
 
defined
 
in
 
the
 
Private
 
Securities
 
Litigation
 
Reform
 
Act
 
of
 
1995.
 
The
 
forward-looking
statements
 
are
 
based
 
on
 
management’s
 
current
 
intent,
 
belief,
 
expectations,
 
estimates
 
and
 
projections
regarding our Company
 
and our
 
industry. These statements
 
are not
 
guarantees of future
 
performance
and involve
 
risks, uncertainties, assumptions
 
and other factors
 
that are
 
difficult to
 
predict and
 
may be
beyond our control. The
 
factors that could cause actual
 
results to differ materially
 
from those projected
in the forward-looking statements include the following, among others:
The
 
announcement
 
and
 
completion
 
of
 
our
 
recent
 
Echo
 
Lake
 
Foods
 
acquisition
 
could
 
affect
 
the
relationships
 
of
 
the
 
Company
 
(including
 
Echo
 
Lake
 
Foods),
 
with
 
its
 
customers,
 
suppliers,
 
operating
results and business generally, including the ability of the Company to retain employees, including
 
in its
Echo
 
Lake
 
Foods
 
unit.
 
Also,
 
the
 
Company
 
may
 
experience
 
unexpected
 
challenges
 
in
 
integrating
 
and
managing the business
 
of Echo Lake
 
Foods.
 
As a
 
result, integrating Echo
 
Lake Foods’ business
 
may be
more costly or time consuming than expected.
Even
 
if
 
the
 
business
 
of
 
Echo
 
Lake
 
Foods
 
is
 
successfully
 
integrated,
 
the
 
Company
 
may
 
not
 
realize
 
the
benefits
 
it
 
expects
 
from
 
the
 
acquisition,
 
including
 
the
 
synergies,
 
cost
 
savings,
 
earnings
 
accretion,
reduction
 
in
 
earnings
 
volatility,
 
return
 
of
 
equity,
 
margin
 
expansion,
 
financial
 
returns,
 
tax
 
benefits,
expanded customer relationships, or sales or growth opportunities.
SEC filings may be obtained from the SEC or the Company’s website,
www.calmainefoods.com
. Readers
are cautioned
 
not to
 
place undue reliance
 
on forward-looking statements
 
because, while we
 
believe the
assumptions
 
on
 
which
 
the
 
forward-looking
 
statements
 
are
 
based
 
are
 
reasonable,
 
there
 
can
 
be
 
no
assurance that these
 
forward-looking statements
 
will prove to
 
be accurate. Further,
 
the forward-looking
statements included herein are made
 
only as of the
 
respective dates thereof, or if no
 
date is stated, as
 
of
the date hereof.
 
Except as otherwise required by law, the Company disclaims
 
any intent or obligation to
publicly update
 
these forward-looking
 
statements, whether
 
because of
 
new information,
 
future events,
or otherwise.