CHICAGO and PARSIPPANY, N.J., Aug.
27, 2018 /PRNewswire/ -- Conagra Brands, Inc. (NYSE: CAG)
and Pinnacle Foods Inc. (NYSE: PF) today announced that they have
received a "no-action letter" from the Canadian Competition Bureau
confirming that the Commissioner of Competition does not intend to
challenge Conagra Brands' acquisition of Pinnacle Foods.
The receipt of the "no-action letter" satisfies one of the
conditions necessary for completion of this transaction. The
transaction is expected to close by the end of calendar year 2018,
and is subject to other customary closing conditions.
Additional information about the transaction can also be found
at www.conagraandpinnacle.transactionannouncement.com.
About Conagra Brands
Conagra Brands, Inc. (NYSE: CAG), headquartered in Chicago, is
one of North America's leading branded food companies.
Guided by an entrepreneurial spirit, Conagra Brands combines a rich
heritage of making great food with a sharpened focus on innovation.
The company's portfolio is evolving to satisfy people's changing
food preferences. Conagra's iconic brands, such as Marie
Callender's®, Reddi-wip®, Hunt's®, Healthy Choice®, Slim Jim®
and Orville Redenbacher's®, as well as emerging brands,
including Alexia®, Blake's®, Frontera®, Duke's® and Angie's®
BOOMCHICKAPOP®, offer choices for every occasion. For more
information, visit www.conagrabrands.com.
About Pinnacle Foods
Pinnacle Foods Inc. (NYSE:PF) is a leading manufacturer,
marketer and distributor of high-quality branded food products with
a mission of unleashing brand potential. With annual sales in
excess of $3 billion, our portfolio includes well-known brands
competing in frozen, refrigerated and shelf-stable formats, such as
Birds Eye, Birds Eye Voila!, Duncan Hines, Earth Balance, EVOL, Gardein,
Glutino, Hungry-Man, Log Cabin, Udi's, Vlasic, and
Wish-Bone, along with many others. The company is
headquartered in Parsippany, NJ and has nearly 5,500
employees across the U.S. and Canada. For more information,
please visit www.pinnaclefoods.com.
Note on Forward-looking Statements
This document contains forward-looking statements within the
meaning of the federal securities laws. These forward-looking
statements are based on management's current expectations and are
subject to uncertainty and changes in circumstances. Readers of
this document should understand that these statements are not
guarantees of performance or results. Many factors could affect our
actual financial results and cause them to vary materially from the
expectations contained in the forward-looking statements, including
those set forth in this document. These risks and uncertainties
include, among other things: the failure to obtain Pinnacle Foods
shareholder approval of the proposed transaction; the possibility
that the closing conditions to the proposed transaction may not be
satisfied or waived; delay in closing the proposed transaction or
the possibility of non-consummation of the proposed transaction;
the risk that the cost savings and any other synergies from the
proposed transaction may not be fully realized or may take longer
to realize than expected, including that the proposed transaction
may not be accretive within the expected timeframe or to the extent
anticipated; the occurrence of any event that could give rise to
termination of the merger agreement; the risk that shareholder
litigation in connection with the proposed transaction may affect
the timing or occurrence of the proposed transaction or result in
significant costs of defense, indemnification and liability; risks
related to the disruption of the proposed transaction to us and our
management; the effect of the announcement of the proposed
transaction on our ability to retain and hire key personnel and
maintain relationships with customers, suppliers and other third
parties; our ability to achieve the intended benefits of recent and
pending acquisitions and divestitures, including the recent
spin-off of our Lamb Weston business; the continued evaluation of
the role of our Wesson oil business; general economic and industry
conditions; our ability to successfully execute our long-term value
creation strategy; our ability to access capital on acceptable
terms or at all; our ability to execute our operating and
restructuring plans and achieve our targeted operating efficiencies
from cost-saving initiatives and to benefit from trade optimization
programs; the effectiveness of our hedging activities and our
ability to respond to volatility in commodities; the competitive
environment and related market conditions; our ability to respond
to changing consumer preferences and the success of our innovation
and marketing investments; the ultimate impact of any product
recalls and litigation, including litigation related to the lead
paint and pigment matters; actions of governments and regulatory
factors affecting our businesses, including the ultimate impact of
recently enacted U.S tax legislation and related regulations or
interpretations; the availability and prices of raw materials,
including any negative effects caused by inflation or weather
conditions; risks and uncertainties associated with intangible
assets, including any future goodwill or intangible assets
impairment charges; the costs, disruption, and diversion of
management's attention associated with campaigns commenced by
activist investors; and other risks described in our reports filed
from time to time with the Securities and Exchange Commission. We
caution readers not to place undue reliance on any forward-looking
statements included in this document, which speak only as of the
date of this document. We undertake no responsibility to update
these statements, except as required by law.
Additional Information and Where to Find It
In connection with the proposed transaction, Conagra Brands filed a
registration statement on Form S-4 with the SEC on July 25, 2018. INVESTORS AND SECURITY HOLDERS ARE
ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY
STATEMENT/PROSPECTUS THAT IS PART OF THE REGISTRATION STATEMENT
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. The final proxy statement/prospectus will be mailed to
stockholders of Pinnacle. Investors and security holders are able
to obtain the documents free of charge at the SEC's
website, www.sec.gov, or from Conagra Brands at its
website, www.conagrabrands.com, or by contacting Conagra
Brands Investor Relations at (312) 549-5002.
Participation in Solicitation
Conagra Brands and its directors and executive officers may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information concerning Conagra's
participants is set forth in the proxy statement, filed
August 9, 2018, for Conagra Brands'
2018 annual meeting of stockholders as filed with the SEC on
Schedule 14A. Additional information regarding the interests of
such participants in the solicitation of proxies in respect of the
proposed transaction will be included in the registration statement
and proxy statement/prospectus and other relevant materials to be
filed with the SEC when they become available.
For more information, please contact:
Conagra Brands:
MEDIA: Mike Cummins
312-549-5257
Michael.Cummins@conagra.com
INVESTORS: Brian Kearney
312-549-5002
ir@conagra.com
Pinnacle Foods:
MEDIA: Janice Monahan
973-541-8620
mediainquiries@pinnaclefoods.com
INVESTORS: Jennifer Halchak
973-541-8629
Jennifer.Halchak@pinnaclefoods.com
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SOURCE Conagra Brands, Inc.
