{"id":90162,"date":"2026-07-25T12:02:15","date_gmt":"2026-07-25T12:02:15","guid":{"rendered":"https:\/\/www.europesays.com\/britain\/90162\/"},"modified":"2026-07-25T12:02:15","modified_gmt":"2026-07-25T12:02:15","slug":"unilever-details-risks-in-mccormick-foods-deal-unlyf-sec-filing","status":"publish","type":"post","link":"https:\/\/www.europesays.com\/britain\/90162\/","title":{"rendered":"Unilever details risks in McCormick foods deal | UNLYF SEC Filing"},"content":{"rendered":"<p><img decoding=\"async\" loading=\"lazy\" src=\"https:\/\/www.europesays.com\/britain\/wp-content\/uploads\/2026\/07\/a03-apolloxlegendforseco001.jpg\" title=\"slide1\" width=\"1055\" height=\"5460\"\/><\/p>\n<p>  Filed Pursuant to Rule 425 under the Securities Act of 1933, as amended   and deemed filed pursuant to Rule 14a-12   under the Securities Exchange Act of 1934, as amended.   Filer: Unilever PLC   Subject Company: Unilever PLC   (Commission File No.: 001-04546)    The following material is being filed in connection with the proposed business combination between  McCormick &amp; Company, Inc. and Sandman Corporation, an indirect wholly owned subsidiary of Unilever  PLC.             Cautionary Statement Regarding Forward Looking Statements   This material may contain forward-looking statements within the meaning of the securities laws of  certain jurisdictions, including \u2018forward-looking statements\u2019 within the meaning of the United States  Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact  are, or may be deemed to be, forward-looking statements. Words and terminology such as \u2018will\u2019, \u2018aim\u2019,  \u2018expects\u2019, \u2018anticipates\u2019, \u2018intends\u2019, \u2018looks\u2019, \u2018believes\u2019, \u2018vision\u2019, \u2018ambition\u2019, \u2018target\u2019, \u2018goal\u2019, \u2018plan\u2019, \u2018potential\u2019,  \u2018work towards\u2019, \u2018may\u2019, \u2018milestone\u2019, \u2018objectives\u2019, \u2018outlook\u2019, \u2018probably\u2019, \u2018project\u2019, \u2018risk\u2019, \u2018continue\u2019, \u2018should\u2019,  \u2018would be\u2019, \u2018seeks\u2019, or the negative of these terms and other similar expressions of future performance,  results, actions or events, and their negatives, are intended to identify such forward-looking statements.  Forward-looking statements also include, but are not limited to, statements and information regarding  the pending transaction of Unilever Foods with McCormick and McCormick following the closing of such  transaction. Forward-looking statements can be made in writing but also may be made verbally by  directors, officers and employees of the Unilever Group.   These forward-looking statements are based upon current expectations and assumptions regarding  anticipated developments and other factors affecting the Unilever Group, the pending transaction of  Unilever Foods with McCormick and McCormick following the closing of such transaction. They are not  historical facts, nor are they guarantees of future performance or outcomes. All forward-looking  statements contained in this material are expressly qualified in their entirety by the cautionary  statements contained in this section. Readers should not place undue reliance on forward-looking  statements. Because these forward-looking statements involve known and unknown risks and  uncertainties, a number of which may be beyond the Unilever Group\u2019s and\/or McCormick\u2019s control,  there are important factors that could cause actual results to differ materially from those expressed or  implied by these forward-looking statements. Among other risks and uncertainties, the material or  principal factors which could cause actual results to differ materially from the forward-looking  statements expressed in this material are: the parties\u2019 ability to meet expectations regarding the timing,  completion and accounting and tax treatments of the transaction, including changes in relevant tax and  other applicable laws, and the occurrence of any event, change or other circumstance that could give  rise to the termination of the transaction agreement, the failure to obtain necessary regulatory  approvals, approval of McCormick shareholders, anticipated tax treatment or any required financing, or  to satisfy any of the other conditions to the transaction, including the risks that a governmental entity  may prohibit, delay or refuse to grant approval for the consummation of the transaction, may require  conditions, limitations or restrictions in connection with such approvals or that such regulatory approvals  may result in the imposition of conditions that could adversely affect the combined company or the  expected benefits of the transaction; the risk that the proposed transaction may not be completed on  the terms or in the time frame expected by the parties, or at all; direct transaction costs and substantial  transition and integration-related costs associated with the proposed transaction with Unilever Foods;  the possibility that unforeseen liabilities, future capital expenditures, revenues, expenses, charges,  earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects,  business and management strategies resulting from the transaction or otherwise could adversely impact  anticipated combined company metrics and\/or the value or expected benefit of, timing or pursuit of the  transaction, the risk that the anticipated ownership percentages of McCormick shareholders, Unilever  shareholders and Unilever following the closing of the transaction may differ from those expected, the  risks and costs of the pursuit and\/or implementation of the anticipated separation of Unilever Foods\u2019  business, including the anticipated timing required to complete the separation, any adjustment to the  terms of the transaction and any changes to the configuration of the businesses included in the  separation if implemented, uncertainties as to McCormick\u2019s access to available financing to consummate  the transaction upon acceptable terms and on a timely basis or at all, the failure to obtain the  effectiveness of the registration statements for the transaction or receipt of McCormick shareholder  approval for the transaction and certain related matters, the effect of the announcement or pendency of  the transaction on Unilever Foods\u2019 or McCormick\u2019s business relationships, competition, business,  financial condition and operating results, including risks that the transaction disrupts current plans and  operations of Unilever Foods or McCormick, the ability of Unilever Foods or McCormick to retain and  hire key personnel, risks related to diverting either management team\u2019s attention from ongoing business  operations, and risks associated with third-party contracts containing consent and\/or other provisions  that may be triggered by the transaction; the ability of McCormick to successfully integrate Unilever  Foods\u2019 operations and implement its plans, forecasts and other expectations with respect to Unilever  Foods\u2019 business or the combined business after the closing of the transaction; the ability of McCormick  to manage additional debt and successfully de-lever following the transaction; the outcome of any legal  proceedings that may be instituted against Unilever Foods or McCormick related to the transaction;  Unilever&#8217; ability to innovate and remain competitive; Unilever&#8217; investment choices in its portfolio  management; the effect of climate change on Unilever&#8217; business; Unilever&#8217; ability to find sustainable  solutions to its plastic packaging; significant changes or deterioration in customer relationships; the  recruitment and retention of talented employees; disruptions in Unilever&#8217; supply chain and distribution;  increases or volatility in the cost of raw materials and commodities; the production of safe and high- quality products; secure and reliable IT infrastructure; execution of acquisitions, divestitures and  business transformation projects; economic, social and political risks and natural disasters; financial  risks; failure to meet high and ethical standards; and managing regulatory, tax and legal matters and  practices with regard to the interpretation and application thereof and emerging and developing ESG  reporting standards including differences in implementation of climate and sustainability policies in the  regions where the Unilever Group operates. Risk with respect to McCormick are further described in its  filings with the US Securities and Exchange Commission (\u201cSEC\u201d), including McCormick\u2019s Annual Report on  Form 10-K for the year ended November 30, 2025 and Quarterly Report on Form 10-Q for the quarter  ended February 28, 2026. The forward-looking statements are based on our beliefs, assumptions and  expectations of our future performance, taking into account all information currently available to us.  Forward-looking statements are not predictions of future events. These beliefs, assumptions and  expectations can change as a result of many possible events or factors, not all of which are known to us.  If a change occurs, our business, financial condition, liquidity and results of operations may vary  materially from those expressed in our forward-looking statements.   The forward-looking statements speak only as of the date of this material. Except as required by any  applicable law or regulation, the Unilever Group expressly disclaims any intention, obligation or  undertaking to release publicly any updates or revisions to any forward-looking statements contained  herein to reflect any change in the Unilever Group\u2019s expectations with regard thereto or any change in  events, conditions or circumstances on which any such statement is based. New risks and uncertainties  arise over time, and it is not possible for us to predict those events or how they may affect us. In  addition, we cannot assess the impact of each factor on our business or the extent to which any factor,  or combination of factors, may cause actual events, to differ materially from those contained in any  forward-looking statements. Further details of potential risks and uncertainties affecting the Unilever  Group are described in the Unilever Group\u2019s filings with the London Stock Exchange, Euronext  Amsterdam and the SEC, including in the Annual Report on Form 20-F 2025 and the Unilever Annual  Report and Accounts 2025.      No Offer or Solicitation  This material is for informational purposes only and are not intended to and shall not constitute an offer  to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or  approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or  sale would be unlawful prior to registration or qualification under the securities laws of any such  jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the  requirements of Section 10 of the U.S. Securities Act of 1933, as amended.    Important Information and Where to Find It  This material relates to a proposed transaction among McCormick, Unilever and Unilever Foods. The  parties intend to file relevant materials with the SEC, including, among other filings, a registration  statement on Form S-4 to be filed by McCormick with the SEC, which will include a document that serves  as a proxy statement\/prospectus of McCormick in connection with the anticipated separation of Unilever  Foods from Unilever and combination with McCormick, and a registration statement on Form 10 to be  filed by Unilever Foods entity that  serve as an information statement\/prospectus in connection with the  spin-off of Unilever Foods from Unilever. Each party will also file other documents regarding the  proposed transaction with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE  REGISTRATION STATEMENTS, INFORMATION STATEMENTS PROXY STATEMENT\/PROSPECTUS AND ALL  OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE  PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS,  CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN  OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.   Investors and security holders will be able to obtain free copies of the registration statement, proxy  statement\/prospectus and all other relevant documents filed or that will be filed with the SEC by  McCormick, Unilever Foods or Unilever through the website maintained by the SEC at www.sec.gov.   The documents filed by McCormick with the SEC also may be obtained free of charge at McCormick\u2019s  website at https:\/\/ir.mccormick.com\/ or upon written request to McCormick &amp; Company, Incorporated,  24 Schilling Road, Suite 1, Hunt Valley, Maryland 21031, Attention: Investor Relations Department. The  documents filed by Unilever Foods or Unilever with the SEC also may be obtained free of charge at upon  written request to Unilever, Investor Relations Department, 100 Victoria Embankment, London EC4Y 0DY,  United Kingdom.    Participants in Solicitation    <\/p>\n<p>\u00a0<\/p>\n","protected":false},"excerpt":{"rendered":"Filed Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to&hellip;\n","protected":false},"author":2,"featured_media":89085,"comment_status":"","ping_status":"","sticky":false,"template":"","format":"standard","meta":{"footnotes":"","_share_on_mastodon":"0"},"categories":[20694],"tags":[22275,38374,38373,26814,20954,38376,38375,12213,38372,38371],"class_list":["post-90162","post","type-post","status-publish","format-standard","has-post-thumbnail","category-unilever","tag-business-combination","tag-form-10","tag-form-s-4","tag-forward-looking-statements","tag-mccormick","tag-proxy-statement","tag-sec-filing","tag-unilever","tag-unilever-foods-spin-off","tag-unlyf"],"share_on_mastodon":{"url":"https:\/\/pubeurope.com\/@UnitedKingdom\/116980517696087857","error":""},"_links":{"self":[{"href":"https:\/\/www.europesays.com\/britain\/wp-json\/wp\/v2\/posts\/90162","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.europesays.com\/britain\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.europesays.com\/britain\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/britain\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/britain\/wp-json\/wp\/v2\/comments?post=90162"}],"version-history":[{"count":0,"href":"https:\/\/www.europesays.com\/britain\/wp-json\/wp\/v2\/posts\/90162\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/britain\/wp-json\/wp\/v2\/media\/89085"}],"wp:attachment":[{"href":"https:\/\/www.europesays.com\/britain\/wp-json\/wp\/v2\/media?parent=90162"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.europesays.com\/britain\/wp-json\/wp\/v2\/categories?post=90162"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.europesays.com\/britain\/wp-json\/wp\/v2\/tags?post=90162"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}