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 17, 2018
On
September 17, 2018, Conagra Brands, Inc. (the Company) delivered via email to its employees, and posted on an internal social media platform, a video of a recorded message from Sean M. Connolly, President and Chief Executive Officer
of the Company. Set forth below are materials included in such email and internal social media post, including a video transcript.
Email:
Good morning, team. Things are moving on the integration front with Pinnacle Foods. We received good news last week that we expect the deal to close by the
end of October. Switching gears, we jumped in to support those affected by Hurricane Florence. Watch this weeks video for more. [LINK].
Internal
social media post:
Happy Monday, team. We expect the acquisition of Pinnacle Foods to close as soon as October. Its exciting news but you
and your team members should continue to focus on staying hungry, margin mojo and keeping the competition in our sights. Switching gears, the Conagra Brands Foundation has stepped in to support those affected by the devastation from Hurricane
Florence. Watch this weeks video for more. [LINK]
Conagra employees are very generous and often ask how you can help. If you make a donation to any
of the many organizations helping with relief efforts (suggestions: American Red Cross or Feeding America) remember to leverage the Conagra Brands Foundations Matching Gifts program to double your donation of at least $25.
http://cagrecipe.conagrafoods.net/portal/Pages/Resources.aspx?content-list-path=conagra-resources-foundation
Video Transcript:
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Sean M. Connolly:
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Good morning, team. Last Thursday we announced that Pinnacle Foods will convene a shareholder meeting on October 23, during which their shareholders will vote to approve our proposed acquisition of Pinnacle Foods. This is great
news and means that we expect the transaction to close by the end of October, subject to the satisfaction of all of the conditions in the agreement, including the approval of Pinnacle shareholders. While the expected timing of closing is sooner than
initially anticipated, our integration teams continue to make progress as we bring together our complementary companies and prepare for a smooth transition. You and your team members should conduct business as usual, focusing on staying hungry,
margin mojo, and keeping the competition in our sights. We will keep you posted as new information becomes available.
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