This Amendment No. 3 (this Amendment) amends and supplements the Tender Offer Statement on
Schedule TO, originally filed with the Securities and Exchange Commission (the SEC) on October 10, 2023 (together with any amendments and supplements thereto, the Schedule TO), by The J. M. Smucker Company, an Ohio
corporation (Smucker), and SSF Holdings, Inc., a Delaware corporation and direct wholly owned subsidiary of Smucker (the Offeror). This Schedule TO relates to the offer by the Offeror to exchange for each outstanding share of
Class A common stock of Hostess Brands, Inc., a Delaware corporation (Hostess Brands), par value $0.0001 per share (Hostess Brands common stock, and such shares of Hostess Brands common stock, Hostess Brands
shares), validly tendered and not validly withdrawn in the offer: $30.00 in cash and 0.03002 Smucker common shares, no par value (which we refer to as Smucker common shares), together with cash in lieu of any fractional Smucker
common shares, in each case without interest and less applicable withholding taxes (such consideration, the transaction consideration, and such offer, on the terms and subject to the conditions and procedures set forth in the
prospectus/offer to exchange, dated October 10, 2023 (together with any amendments or supplements thereto, the Prospectus/Offer to Exchange), and in the related letter of transmittal (the Letter of Transmittal), together with
any amendments or supplements thereto, the Offer).
Smucker has filed with the SEC a Registration Statement on Form S-4 dated October 10, 2023 (the Registration Statement), Amendment No. 1 to the Registration Statement on Form S-4 dated October 24, 2023, and Amendment
No. 2 to the Registration Statement on Form S-4 dated October 27, 2023 relating to the offer and sale of Smucker common shares to be issued to holders of Hostess Brands common stock validly tendered
and not validly withdrawn in the Offer. The terms and conditions of the Offer are set forth in the Prospectus/Offer to Exchange, which is a part of the Registration Statement, and the Letter of Transmittal, which are filed as Exhibits (a)(4) and
(a)(1)(A), respectively, to the Schedule TO. Pursuant to General Instruction F to Schedule TO, the information contained in the Prospectus/Offer to Exchange and the Letter of Transmittal, including any prospectus supplement or other supplement
thereto related to the Offer hereafter filed with the SEC by Smucker or the Offeror, is hereby expressly incorporated into the Schedule TO by reference in response to Items 1 through 11 of the Schedule TO and is supplemented by the information
specifically provided for in this Schedule TO. The Agreement and Plan of Merger, dated as of September 10, 2023, by and among Smucker, the Offeror and Hostess Brands (the Merger Agreement), a copy of which is attached as Exhibit (d)(1)
to the Schedule TO, is incorporated into the Schedule TO by reference.
All information regarding the Offer as set forth in the Schedule TO, including all
exhibits and annexes thereto that were previously filed with the Schedule TO, is hereby expressly incorporated by reference into this Amendment, except that such information is hereby amended and supplemented to the extent specifically provided for
herein and to the extent amended and supplemented by the exhibits filed herewith. Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Schedule TO.
Items 1 through 9 and 11.
Items 1 through 9 and
Item 11, to the extent Items 1 through 9 and Item 11 incorporate by reference information contained in the Prospectus/Offer to Exchange, are hereby amended and supplemented by adding the following information:
The Offer, which was previously scheduled to expire at one minute after 11:59 p.m., Eastern Time, on November 6, 2023, is being extended in
accordance with the merger agreement to 12:00 p.m., Eastern Time, on November 7, 2023, unless further extended in accordance with the merger agreement. The Offeror was advised by the depositary and exchange agent for the Offer that as of one
minute after 11:59 p.m., Eastern Time, on November 6, 2023, a total of 65,930,147 Hostess Brands shares were validly tendered and not validly withdrawn in the Offer, representing approximately 49.60% of the aggregate voting power of the Hostess
Brands shares outstanding, and an additional 25,437,766 Hostess Brands shares were tendered pursuant to guaranteed delivery procedures, representing approximately an additional 19.14% of the aggregate voting power of the Hostess Brands shares
outstanding.
On November 7, 2023, Smucker issued a press release announcing the extension of the Offer. A copy of the press release is
attached as Exhibit (a)(5)(K) hereto and incorporated by reference herein.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit: