Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
28 6월 2018 - 6:26AM
Edgar (US Regulatory)
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Filed by Conagra Brands, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule
14a-12
under the Securities Exchange Act of 1934
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Subject Company: Pinnacle Foods Inc.
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Commission File No.:
001-35844
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June 27, 2018
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Important Information CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This communication contains forward-looking statements
within the meaning of the federal securities laws about Conagra Brands Inc. (Conagra) and the proposed transaction (the proposed transaction) with Pinnacle Foods Inc. (Pinnacle). These forward-looking statements
are based on managements current expectations and are subject to uncertainty and changes in circumstances. Readers of this communication should underst and that these statements are not guarantees of performance or results. Many factors could
affect actual financial results and cause them to vary materially from the expectations contained in the forward-looking statements, including those set forth in this communication. These risks and uncertainties include, among other things: the
failure to obtain Pinnacle stockholder approval of the proposed transaction; the possibility that the closing conditions to the proposed transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse
to grant a necessary regulatory approval and any conditions imposed on the combined entity in connection with consummation of the proposed transaction; 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; the ability and timing to obtain required regulatory approvals and satisfy other closing conditions for the pending
divestiture of our Del Monte processed fruit and vegetable business in Canada; 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; and other risks described in our reports filed from time to time with the Securities and Exchange Commission (the SEC). Readers are cautioned not to place undue reliance on any forward-looking statements included in
this communication, which speak only as of the date of this communication. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by
applicable law. ADDITIONAL INFORMATION AND WHERE TO FIND IT In connection with the proposed transaction, Conagra will file a registration statement on Form S-4 with the SEC. 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 WILL BE PART OF THE REGISTRATION STATEMENT, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. The final proxy statement/prospectus will be mailed to stockholders of Pinnacle. Investors and security holders will be able to obtain the documents free of charge at the SECs website, www.sec.aov. or from Conagra at its website,
www.conaarabrands.com. or by contacting Conagra Investor Relations at (312) 549-5002. PARTICIPANTS IN SOLICITATION Conagra 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 Patriots participants is set forth in the proxy statement, filed August 11, 2017, for Conagras 2017 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. Conagra Brands Contact Information Investors Brian Kearney 312-549-5002 ir@conagra.com Media Mike Cummins 312-549-5257 Michael.Cummins@conagra.com Pinnacle Foods Contact Information Investors Jennifer Halchak
973-541-8629 Jennifer.Halchak@pinnaclefoods.com Media Janice Monahan 973-541-8620 mediainquiries@pinnaclefoods.com Sign up to receive updates Your Email Sign Up © 2018 Conagra Brands & Pinnacle Foods All rights reserved. Important
Information Press Releases Fact Sheet Investor Presentation SEC Filings
Disclaimer CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This communication contains forward-looking statements within the
meaning of the federal securities laws about Conagra Brands Inc. (Conagra) and the proposed transaction (the proposed transaction) with Pinnacle Foods Inc. (Pinnacle). These forward-looking statements are based on
managements current expectations and are subject to uncertainty and changes in circumstances. Readers of this communication should understand that these statements are not guarantees of performance or results. Many factors could affect actual
financial results and cause them to vary materially from the expectations contained in the forward-looking statements, including those set forth in this communication. These risks and uncertainties include, among other things: the failure to obtain
Pinnacle stockholder approval of the proposed transaction; the possibility that the closing conditions to the proposed transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant a
necessary regulatory approval and any conditions imposed on the combined entity in connection with consummation of the proposed transaction; 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; the ability and timing to obtain required regulatory approvals and satisfy other closing conditions for the pending
divestiture of our Del Monte processed fruit and vegetable business in Canada; 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
HEDOING
ACTIVITIES
AND
OUR
ABILITY
TO
RESPOND
C
ONAGRA
B
RANDS
C
ONTACT
I
NFORMATION
I
NVESTORS
B
RIAN
K
EARNEY
312-549-5002 ir@conagra.com M
EDIA
M
IKE
C
UMMINS
312-549-5257 Michael.Cummins@conagra.com P
INNACLE
F
OODS
C
ONTACT
I
NFORMATION
I
NVESTORS
J
ENNIFER
H
ALCHAK
973-541-8629 Jennifer.Halchak@pinnaclefoods.com M
EDIA
J
ANICE
M
ONAHAN
973-541-8620
mediainquiries@pinnaclefoods.com A
GREE
I
HAVE
READ
AND
AGREE
TO
THE
TERMS
OF
THIS
WEBSITE
. W
ELCOME
C
ONAGRA
B
RANDS
AND
P
INNACLE
F
OODS
ANNOUNCED
ON
J
UNE
27, 2018
THAT
THEIR
BOARDS
OF
DIRECTORS
HAVE
UNANIMOUSLY
APPROVED
A
DEFINITIVE
AGREEMENT
UNDER
WHICH
C
ONAGRA
B
RANDS
WILL
ACQUIRE
ALL
OUTSTANDING
SHARES
OF
P
INNACLE
F
OODS
IN
A
CASH
AND
STOCK
TRANSACTION
VALUED
AT
APPROXIMATELY
$10.9
BILLION
,
INCLUDING
P
INNACLE
F
OODS
OUTSTANDING
NET
DEBT
. T
HE
TRANSACTION
COMBINES
TWO
GROWING
PORTFOLIOS
OF
ICONIC
BRANDS
TO
CREATE
A
LEADER
IN
FROZEN
FOODS
WITH
A
GROWING
PRESENCE
IN
SNACKS
. L
EARN
M
ORE
A
BOUT
THE
T
RANSACTION
D
OWNLOAD
F
ACT
S
HEET
P
RESS
R
ELEASES
06/27/2018 C
ONAGRA
B
RANDS
C
OMPLETES
T
HIRD
Y
EAR
OF
T
RANSFORMATION
WITH
S
TRONG
E
ND
TO
F
ISCAL
2018 06/27/2018 C
ONAGRA
B
RANDS
TO
A
CQUIRE
P
INNACLE
F
OODS
FOR
$10.9 B
ILLION
IN
C
ASH
AND
S
TOCK
I
NVESTOR
P
RESENTATION
06/27/2018 C
ONAGRA
B
RANDS
A
CQUISITION
OF
P
INNACLE
F
OODS
AND
FY18 Q4 E
ARNINGS
P
RESENTATION
SEC
F
ILINGS
06/27/2018 8-K S
IGN
UP
TO
RECEIVE
UPDATES
S
IGN
U
P
© 2018 C
ONAGRA
B
RANDS
&
P
INNACLE
F
OODS
A
LL
RIGHTS
RESERVED
. I
MPORTANT
I
NFORMATION
Press ReleasesFactSheetInvestorPresentationSECFilings
CONAGRA BRANDS TO ACQUIRE PINNACLE FOODS Welcome Conagra Brands and Pinnacle Foods announced on June 27, 2018 that their boards of
directors have unanimously approved a definitive agreement under which Conagra Brands will acquire all outstanding shares of Pinnacle Foods in a cash and stock transaction valued at approximately $10.9 billion, including Pinnacle Foods
outstanding net debt. The transaction combines two growing portfolios of iconic brands to create a leader in frozen foods with a growing presence in snacks. Learn More About the Transaction Download Fact Sheet Press Releases 06/27/2018 Conagra
Brands Completes Third Year of Transformation with Strong End to Fiscal 2018 06/27/2018 Conagra Brands to Acquire Pinnacle Foods for $10.9 Billion in Cash and Stock Investor Presentation 06/27/2018 Conagra Brands Acquisition of Pinnacle Foods and
FY18 Q4 Earnings Presentation SEC Filings 06/27/2018 8-K Conagra Brands Contact Information Investors Brian Kearney 312-549-5002 ir@conagra.com Media Mike Cummins 312-549-5257 Michael.Cummins@conagra.com Pinnacle Foods Contact Information Investors
Jennifer Halchak 973-541-8629 Jennifer.Halchak@pinnaclefoods.com Media Janice Monahan 973-541-8620 mediainquiries@pinnaclefoods.com Sign Up © 2018 Conagra Brands & Pinnacle Foods All rights reserved. Important Information Press
ReleasesFactSheetInvestorPresentationSECFilings Your Email
PINNACLE FOODS INC. (NYSE:PF)
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PINNACLE FOODS INC. (NYSE:PF)
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