食品饮料收购及企业并购回顾

INDUSTRY RESEARCHFood & Beverage Buyout Institutional Research Group and Corporate M&A Review Alex FrederickLead Research Analyst, Agri-foodtechalex.frederick@pitchbook.com Ben RiccioResearch Analyst, Industry &Technology Researchben.riccio@pitchbook.com Megadeals, pricing power, and the bifurcation of food &beverage M&A PitchBook is a Morningstar company providing the most comprehensive, mostaccurate, and hard-to-find data for professionals doing business in the private markets. pbinstitutionalresearch@pitchbook.com Published on Junuary 12, 2025 Contents Key takeaways Key takeaways1Executive summary2Market structure and competitive positioning3Megadeal consolidation and strategic rationale3Valuation trends and multiples6PE deployment6Health & wellness investment thesis7Portfolio optimization and divestitures8PE buyouts8Corporate acquisitions10Outlook and future trends12 •Record deal activity underscores a resilient market recovery:2ß025 food &beverage buyout and corporate M&A reached an estimated $92.4 billion across 1,053transactions, down 5% and 27%, respectively, from 2024’s $97.1 billion and 1,436transactions. Aggregate deal count in 2024 was 33% higher than in 2023, marking thehighest annual volume since 2017. •Megadeals reshape competitive landscape:Four transformational transactionsexceeded $1.5 billion: Mars/Kellanova ($35.9 billion, diversifying into snacking),Keurig Dr Pepper/JDE Peet’s ($18 billion, creating world’s largest coffee companywith planned spinoff), and functional beverage premiums PepsiCo/Poppi ($2billion) and Celsius/Alani ($1.8 billion) at 13x+ revenue multiples, reflecting 122%growth rates. These deals signal a fundamental industry consolidation that willconcentrate market power among megaplayers while simultaneously bifurcating thebeverage and snacking sectors into two distinct tiers—a consolidated establishmentdominated by diversified giants pursuing scale and efficiency, and a fragmentedchallenger ecosystem of smaller, innovation-driven brands targeting niche health &wellness segments, ultimately raising barriers to entry for mid-market competitorsand forcing smaller players to either specialize deeply or seek acquisition. •Health & wellness drives record 25.9% of deal volume:“Better-for-you” acquisitionsreached an all-time high share in 2025, fueled by protein snacks/beverages. Weexpect better-for-you acquisition global revenue to expand at a 12.1% CAGR to $74.1billion by 2034, functional energy drinks at a 10% CAGR, and category leaders suchas Fairlife to achieve 28% YoY US sales growth over the same time period. •PE accelerates deployment amid dry powder pressure:PE completed 351 food& beverage deals in 2025 (down by 28% from 2024), as extended five-year holdingperiods and plateauing dry powder forced capital deployment into defensive food& beverage, supported by an 83% surge in syndicated loan issuance and borrower-friendly covenant packages. •Buyers now demand proof of pricing power:After the inflation spike of 2022 to2023, buyers have become much more cautious. They now want to see three tofive years of detailed sales data showing that a company can raise prices withoutlosing customers or profits. Companies that cannot prove this pricing power getvalued at significantly lower prices—typically two to three times lower—compared tocompetitors with a proven track record. Executive summary The food & beverage (F&B) sector saw M&A activity normalize in 2025, with transactionvolume declining to 1,053 deals from a record 1,436 in 2024. Aggregate deal valuetotaled $92.4 billion, representing a 4.7% YoY decrease. This moderation reflects acyclical return to sustainable levels following an exceptional 2024. Despite the pullback, portfolio optimization initiatives, improved financing conditions, and renewed PE interestsupported steady deal flow, positioning the sector to maintain the robust fundamentalsestablished in the prior year. Key investment themes: •Megadeal consolidation:Mars’ $35.9 billion acquisition of Kellanova and Keurig DrPepper’s $18 billion purchase of JDE Peet’s signal major industry restructuring. •Functional beverages command premium valuations:PepsiCo’s $2 billion Poppiacquisition and Celsius’ $1.8 billion Alani Nutrition deal reflect 13x+ revenue multiplesin high-growth categories. •PE normalization:PE deal volume declined 28% to 351 transactions in 2025, withfresh food and baked goods driving bolt-on activity. •Valuation stabilization:Median EV/EBITDA multiples recovered to 10.4x in 2025 fromcompressed 2023 levels, although remaining below 2021 peaks of 15.2x. This report analyzes 9,528 transactions spanning 2017 through Q4 2025 across aproprietary taxonomy of approximately 26,000 companies in consumer packaged goods(CPG) beverages, CPG food (fresh and shelf-stable), and tobacco & cannabis segments.Our analysis incorporates segment-level valuation multiples, buyer-type deal structures,and forward catalysts shaping the 2026 outlook. Mark