Third Point Sends Letter to Campbell Seeking More Detail on the Company’s Process for Adding Board Members
13 November 2018 - 1:34AM
Business Wire
Third Point Pleased that Campbell Has
Acknowledged its Board Needs to be Refreshed, Although Disappointed
Private Talks Were Publicly Disclosed by the Company
Third Point LLC (LSE:TPOU) ("Third Point"), a New York-based
investment firm managing approximately $17 billion in assets and a
holder of approximately 7% of the outstanding common shares of
Campbell Soup Company (NYSE: CPB) ("Campbell" or the "Company"),
today sent a letter to Mr. Keith R. McLoughlin, Campbell’s chief
executive officer, in response to the Company’s press release on
Friday afternoon.
After reading our new letter below, we encourage all
shareholders to once again review our Case for Change to
understand more about why Third Point’s nominees are
well-positioned to turn around Campbell. We urge all shareholders
to VOTE THE WHITE CARD to elect the entire Independent Short
Slate.
***
Mr. Keith R. McLoughlinCampbell Soup Company1 Campbell
PlaceCamden, NJ 08103
November 12, 2018
Dear Mr. McLoughlin:
On Friday, Campbell disclosed publicly the existence of our
private settlement talks. We were pleased that your statement
acknowledged that changes to the Board would be beneficial and that
the Independent Short Slate nominees are well-qualified to
contribute to a refreshed recipe at Campbell. This is an important
point of agreement and reflects shareholders’ similar desire for a
combined Board.
Nevertheless, we were disappointed that you chose to share our
private negotiations via a press release, as we believed that our
limited conversations were confidential. As you are aware, there
have been only a handful of phone calls between the Board, your
advisors, and Third Point since this contest began. The last call
was on Friday afternoon, shortly before you issued your public
release.
This point aside, we were particularly interested in your
comments about the types of directors you are seeking to add to the
Board and your embrace of two of our candidates, Kurt Schmidt and
Sarah Hofstetter. In previous proxy contests, our candidates
have gladly engaged in appropriate diligence, most often meeting
other Board members and/or the Company’s leadership
face-to-face. Since you have not pursued this process to date,
despite our entreaties to meet, we would be interested to learn how
you are making decisions about which members of the Independent
Short Slate would best serve shareholders. For example, in proxy
contests today, it is the norm for a shareholder activist to join a
Board to bring expertise in capital allocation and markets at a
time of change for a Company. Many other Boards have agreed to
this arrangement and found ways to manage any apparent conflict
(although we do not agree that one exists). Your process and
framework for Board selection would be helpful transparency to
provide to shareholders.
We are pleased that change is on the horizon at Campbell and
look forward to resolving this proxy contest soon.
Sincerely,Third Point LLC
***
Your Vote Is Important, No Matter How Many or How Few Shares
You Own!
PLEASE REMEMBER TO CAN THE COMPANY’S CARD! If you
return a Campbell’s proxy card – even by simply indicating
“withhold” on the Company’s slate – you will revoke any vote you
had previously submitted for the Third Point nominees on the
WHITE proxy card.
IMPORTANT INFORMATION
On September 28, 2018, Third Point LLC filed a definitive
proxy statement and on October 1, 2018 filed Supplement
No. 1 thereto, on October 9, 2018 filed Supplement
No. 2 thereto and on November 9, 2018 filed Supplement
No. 3 thereto (collectively, the “Definitive Proxy Statement”)
with the U.S. Securities and Exchange Commission (“SEC”) to solicit
proxies from stockholders of Campbell Soup Company (the “Company”)
for use at the Company’s 2018 annual meeting of stockholders. THIRD
POINT STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE
DEFINITIVE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT
INFORMATION. THE DEFINITIVE PROXY STATEMENT ALSO INCLUDES
INFORMATION ABOUT THE IDENTITY OF THE PARTICIPANTS IN THE THIRD
POINT SOLICITATION AND A DESCRIPTION OF THEIR DIRECT OR INDIRECT
INTERESTS THEREIN. The Definitive Proxy Statement is available
at no charge on the SEC’s website at http://www.sec.gov and is also
available, without charge, on request from Third Point LLC’s proxy
solicitor, Okapi Partners LLC, at (855) 208-8902 or via email at
CPBinfo@okapipartners.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20181112005449/en/
For Media:Third Point LLCElissa Doyle, 917-748-8533Chief
Marketing Officeredoyle@thirdpoint.com
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