UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

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¨   Preliminary Proxy Statement
¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement
¨   Definitive Additional Materials
x   Soliciting Material Pursuant to §240.14a-12

Penford Corporation

(Name of Registrant as Specified in its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

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x   No fee required
¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)  

Title of each class of securities to which transaction applies:

 

     

  (2)  

Aggregate number of securities to which transaction applies:

 

     

  (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

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¨   Fee paid previously with preliminary materials.
¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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On Wednesday, October 15, 2014, the Company distributed the following document to employees.

 

LOGO

October 15, 2014

 

TO:

      Penford Employees

FROM

      Tom Malkoski, CEO

This morning we announced that we have reached an agreement to be acquired by Ingredion. The transaction is subject to approval by regulatory authorities and Penford shareholders as well as other customary closing conditions. We expect the transaction to close within the next few months.

Ingredion is a leading global ingredients solutions provider with $6.3 billion in revenue specializing in nature-based sweeteners, starches and nutrition ingredients. With over 11,000 employees and with customers in more than 100 countries, Ingredion serves approximately 60 diverse sectors in food, beverage, brewing, pharmaceuticals and other industries.

Penford has proven successful in expanding our specialty businesses and improving our financial performance. I am pleased that Ingredion recognizes the value that our employees and investments have created as well as Penford’s future growth potential. The combination of our two leading specialty companies with complementary product portfolios creates a strong organization with broader opportunities for professional and personal growth, and greater resources to invest in the business.

I recognize that, for many of you, there will be some uncertainty as we proceed, and I will provide you with updates as more information becomes available. Until the transaction closes, we will continue to operate as a separate company, and we are doing business as usual. Please continue to focus on your job and serving our customers as we proceed. Our success is a direct result of your efforts.

Thank you for your excellent work and continued support of Penford.

 

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Important Additional Information about the Merger Transaction

Penford plans to file with the Securities and Exchange Commission (“SEC”) and mail to its shareholders a proxy statement in connection with the proposed merger transaction. This communication does not constitute a solicitation of any vote or approval. The proxy statement and other documents to be filed with the SEC related to the proposed merger transaction will contain important information about Penford, Ingredion Incorporated (“Ingredion”), the proposed merger transaction and related matters. WE URGE INVESTORS AND SECURITY HOLDERS TO CAREFULLY READ THE PROXY STATEMENT AND OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT, WHEN AVAILABLE. Investors and security holders will be able to obtain free copies of the proxy statement and other documents filed with the SEC by Penford through the website maintained by the SEC at www.sec.gov or by contacting Penford Investor Relations at 1-800-204-PENX (7369) or 303-649-1900. In addition, investors and security holders will be able to obtain free copies of the documents filed with the SEC on Penford’s website at www.penford.com (which website is not incorporated herein by reference).

Penford and its directors and officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from its shareholders in connection with the proposed merger transaction. Information regarding these persons who may, under the rules of the SEC, be considered participants in the solicitation of Penford’s shareholders in connection with the proposed merger transaction will be set forth in the proxy statement described above when it is filed with the SEC. Additional information regarding Penford’s executive officers and directors, including shareholdings, is included in Penford’s definitive proxy statement for 2013, which was filed with the SEC on December 20, 2013. You can obtain free copies of this document from Penford using the contact information above.

Forward-Looking Statements

Statements made in this communication and related statements that express Penford’s or our management’s intentions, hopes, indications, beliefs, expectations, or predictions of the future constitute forward-looking statements, as defined by the Private Securities Litigation Reform Act of 1995, and relate to matters that are not historical facts. These statements include those regarding the closing of the merger transaction, the expected timing of the merger transaction, the anticipated benefits of the proposed merger transaction, including future financial and operating results, and the potential effects of the merger transaction, including if it does not close.

These statements are not guarantees of future performance or events and are subject to risks, uncertainties and assumptions that could cause actual results or events to vary materially from those indicated in this communication, including without limitation: the ability to obtain regulatory of the merger transaction on the proposed terms and schedule; the ability to obtain shareholder approval of the proposed merger transaction; the risk that the strategic and other objectives relating to the proposed merger transaction may not be achieved or that synergies will not be fully realized; disruptions to our business, including customer, employee and supplier relationships resulting from the proposed merger transaction; and the effect of the proposed merger transaction on pricing, spending, third-party relationships and revenues. These risks, as well as other risks associated with the proposed merger transaction, are more fully discussed in our reports filed with the SEC, including our annual report for the year ended August 31, 2013, and subsequent quarterly reports filed with the SEC, which risks and uncertainties are incorporated herein by reference. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication. Except to the extent required by law, Penford disclaims any obligation to update any forward-looking statements after the distribution of this communication, whether as a result of new information, future events, changes in assumptions, or otherwise.

 

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