CHICAGO and PARSIPPANY, N.J., Oct.
23, 2018 /PRNewswire/ -- Conagra Brands, Inc. (NYSE:
CAG) and Pinnacle Foods Inc. (NYSE: PF) today announced that at the
special meeting of Pinnacle Foods shareholders held on Oct. 23, 2018, the Pinnacle Foods shareholders
voted to approve the acquisition of Pinnacle Foods by Conagra
Brands (the "Acquisition") pursuant to the terms and conditions of
the Agreement and Plan of Merger, dated as of June 26, 2018 (the "Acquisition Agreement").
The parties now expect the Acquisition to close on October 26, 2018, subject to the satisfaction of
all conditions in the Acquisition Agreement.
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
actual 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 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 Conagra
Brands, Pinnacle Foods and their management; the effect of the
announcement of the proposed transaction on Conagra Brands' and
Pinnacle Foods' ability to retain and hire key personnel and
maintain relationships with customers, suppliers and other third
parties; Conagra Brands' and Pinnacle Foods' ability to achieve the
intended benefits of recent and pending acquisitions and
divestitures, including the recent spin-off of Conagra Brand's Lamb
Weston business; the continued evaluation of the role of Conagra
Brand's Wesson oil business; general economic and industry
conditions; Conagra Brands' and Pinnacle Foods' ability to
successfully execute long-term value creation strategy; Conagra
Brands' and Pinnacle Foods' ability to access capital on acceptable
terms or at all; Conagra Brands' and Pinnacle Foods' ability to
execute operating and restructuring plans and achieve targeted
operating efficiencies from cost-saving initiatives and to benefit
from trade optimization programs; the effectiveness of Conagra
Brands' and Pinnacle Foods' hedging activities and ability to
respond to volatility in commodities; the competitive environment
and related market conditions; Conagra Brands' and Pinnacle Foods'
ability to respond to changing consumer preferences and the success
of 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 Conagra Brands' and Pinnacle Foods'
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 Conagra Brands' and Pinnacle Foods' reports filed from
time to time with the Securities and Exchange Commission. Conagra
Brands and Pinnacle Foods 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. Conagra
Brands and Pinnacle Foods undertake no responsibility to update
these statements, except as required by law.
For more information, please contact:
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
