# CALAVO GROWERS INC (CVGW) — merger/definitive [completed]
Source: SEC API (secapi.ai) · situation sit_c2da489bd03edee50faf · retrieved 2026-08-11T15:49:14.145Z

## Overview
Mission Produce, Inc. is a leading North American avocado and fresh produce company that grows, sources, and distributes avocados and other fresh produce; Calavo Growers Inc. is an agriculture services company engaged in the production and distribution of avocados and other fresh produce.

Mission Produce, Inc. announced its acquisition of Calavo Growers Inc. in an all-stock and cash transaction. The deal values Calavo at $27.00 per share, comprised of $14.85 per share in cash and 0.9790 Mission Produce shares per Calavo share. The transaction represents approximately a 20% premium to Calavo's share price prior to announcement (as of January 14, 2026) and an aggregate transaction value of approximately $430 million. The combined company is expected to generate approximately $25 million in anticipated cost synergies and be 20%+ accretive to earnings in the first full fiscal year post-close, with a pro forma net leverage ratio of approximately 1.7x.

## Terms
- Counterparty: Mission Produce, Inc. · Deal value: $430.0M · Consideration: mixed · Premium: 20.0% · Stake: 19.7% · Price/share: $27

## Key dates
- Announced 2026-01-15 · Expiry 2026-07-14 · Expected close 2026-08-31 · Completed 2026-05-29

## Timeline
- 2026-01-15 · 425 (0001193125-26-013322): 425 - CALAVO GROWERS INC — *Calavo Growers, Inc. is an agriculture services company engaged in the production and distribution of avocados and other fresh produce.* On January 14, 2026, Calavo Growers, Inc. entered into a definitive Agreement and Plan of Merger with Mission Produce, Inc. Under the two-step merger structure, each share of Calavo common stock will be converted into 0.9790 Mission shares plus $14.85 in cash per share. The transaction is intended to qualify as a reorganization under Section 368(a) of the Internal Revenue Code, with the stock portion representing at least 43% of total consideration value. The merger is subject to customary closing conditions, including shareholder approval from both companies, regulatory clearances under antitrust laws, and effectiveness of a Form S-4 registration statement. The termination date is July 14, 2026, subject to two potential 90-day extensions at Mission's discretion if antitrust clearance is pending.
  https://www.sec.gov/Archives/edgar/data/1133470/0001193125-26-013322.txt
- 2026-01-15 · 425 (0001193125-26-013368): 425 - CALAVO GROWERS INC — *Calavo Growers, Inc. is an agriculture services company engaged in the production and distribution of avocados and other fresh produce.* On January 14, 2026, Mission Produce, Inc. (Parent) entered into an Agreement and Plan of Merger with Calavo Growers, Inc. (Company) and two wholly owned subsidiaries of Parent (Merger Sub I and Merger Sub II). The transaction is structured as a two-step merger: first, Merger Sub I merges with and into the Company with the Company surviving; second, the surviving Company merges with and into Merger Sub II. Each share of Company Common Stock will be converted into the right to receive 0.9790 shares of Parent common stock (the Exchange Ratio) plus $14.85 in cash per share, subject to adjustment to maintain at least 43% stock consideration for tax-qualified reorganization treatment. The transaction is expected to close by July 14, 2026, subject to customary closing conditions including stockholder approvals and regulatory clearances.
  https://www.sec.gov/Archives/edgar/data/1133470/0001193125-26-013368.txt
- 2026-01-20 · 425 (0001104659-26-004913): 425 - CALAVO GROWERS INC — *Calavo Growers, Inc. is a global leader in the processing and distribution of avocados, tomatoes, papayas and guacamole, selling products under the Calavo brand name, proprietary sub-brands, private label and store brands.* Calavo Growers, Inc. and Mission Produce, Inc. entered into a definitive merger agreement on January 14, 2026, under which Mission will acquire Calavo in a mixed cash-and-stock transaction. Calavo shareholders will receive $27.00 per share, comprised of $14.85 in cash and 0.9790 shares of Mission common stock for each Calavo share, based on Mission's 30-trading day volume-weighted average price through January 13, 2026. Upon closing, Mission stockholders are expected to own approximately 80.3% of the combined company and Calavo shareholders approximately 19.7%. The transaction is subject to customary closing conditions, including regulatory approvals and stockholder votes from both companies, and is expected to close by the end of August 2026.
  https://www.sec.gov/Archives/edgar/data/1133470/0001104659-26-004913.txt
- 2026-01-26 · 425 (0001193125-26-022711): 425 - CALAVO GROWERS INC — *Mission Produce, Inc. is a leading North American avocado and fresh produce company that grows, sources, and distributes avocados and other fresh produce; Calavo Growers Inc. is an agriculture services company engaged in the production and distribution of avocados and other fresh produce.* Mission Produce, Inc. announced its acquisition of Calavo Growers Inc. in an all-stock and cash transaction. The deal values Calavo at $27.00 per share, comprised of $14.85 per share in cash and 0.9790 Mission Produce shares per Calavo share. The transaction represents approximately a 20% premium to Calavo's share price prior to announcement (as of January 14, 2026) and an aggregate transaction value of approximately $430 million. The combined company is expected to generate approximately $25 million in anticipated cost synergies and be 20%+ accretive to earnings in the first full fiscal year post-close, with a pro forma net leverage ratio of approximately 1.7x.
  https://www.sec.gov/Archives/edgar/data/1133470/0001193125-26-022711.txt
- 2026-05-29 · 8-K (0001193125-26-246170): 8-K 8-K
  https://www.sec.gov/Archives/edgar/data/1133470/000119312526246170/d334380d8k.htm

## Citations
- 0001193125-26-013322 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526013322
- 0001193125-26-013368 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526013368
- 0001104659-26-004913 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926004913
- 0001193125-26-022711 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526022711
- 0001193125-26-246170 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526246170