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
Subject Company: Pinnacle Foods Inc.
Commission File No.:
001-35844
September 7, 2018
On
September 7, 2018, Conagra Brands, Inc. (the Company) and Pinnacle Foods Inc. (Pinnacle) delivered via email to all Pinnacle employees a message from Mark A. Clouse, the Chief Executive Officer of Pinnacle, and Sean M.
Connolly, President and Chief Executive Officer of the Company, providing an update on the planned integration of Pinnacle and the Company. Set forth below is the email.
Team:
Were pleased to
provide an update today as we move closer to the planned integration of Pinnacle Foods and Conagra Brands.
In August we were informed by the Federal
Trade Commission and the Canadian Regulatory agency that no further regulatory review would be required. With the
S-4
filing with the Securities and Exchange Commission (SEC) last week, we continue to make
progress as we move through the acquisition process.
Were excited about the opportunity to combine both Conagra and Pinnacles growing
portfolios of iconic brands. By leveraging the collective strength of our capabilities and customer relationships as well as the breadth of our respective portfolios, we intend to build a sustainable, successful organization.
Our joint integration teams are on track, and continue to make progress as we bring together our complementary companies and plan for a smooth transition. As
were in the early stages of planning, we know you have many questions which still need to be answered. As planning progresses, were committed to answering your questions and communicating with you as early and often as possible.
Throughout this transition period, we will be guided by key principles, including:
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Demonstrate respect for each other.
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Minimize disruption to the business, team members, customers, and our communities.
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Embrace our cultural similarities and differences to foster innovation.
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Be transparent with information when it is ready to be shared.
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Proactively gather feedback and apply learnings throughout the transition process.
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What You Can Expect
Our integration teams are focused on
learning more about each other and want input from around the business. You may be asked to participate in knowledge sharing activities or provide insights for integration planning efforts. As part of this discovery process, you may see some Conagra
team members at some locations. Our aim is to create a strong combined business that leverages the talent and operations of
both
companies.