CHICAGO and PARSIPPANY, N.J., Sept.
13, 2018 /PRNewswire/ -- Conagra Brands, Inc. (NYSE:
CAG) and Pinnacle Foods Inc. (NYSE: PF) today announced that a
special meeting of Pinnacle Foods shareholders has been scheduled
for Oct. 23, 2018. At the
special meeting, Pinnacle's shareholders will be asked to consider
and vote on a proposal to approve Conagra Brands' acquisition of
Pinnacle Foods. The parties now expect the transaction to
close by the end of October 2018,
subject to the satisfaction of all conditions in the merger
agreement, including the approval of Pinnacle's shareholders. The
definitive agreement between the parties was announced on
June 27, 2018.
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, as amended by Amendment No. 1 on
August 31, 2018 and Amendment No. 2
on September 13, 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.
