As previously announced, on June 26, 2018, Conagra Brands, Inc., a Delaware corporation (the “Company”), entered into an
Agreement and Plan of Merger (the “Merger Agreement”) with Pinnacle Foods Inc., a Delaware corporation (“Pinnacle”), and Patriot Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger
Sub”). The Merger Agreement provides for, among other things, the merger of Merger Sub with and into Pinnacle, with Pinnacle continuing as the surviving corporation (the “Merger”). As a result of the Merger, Merger Sub will cease to
exist, and Pinnacle will survive as a wholly owned subsidiary of the Company.
This Current Report on Form
8-K
is being filed to provide the consolidated financial statements of Pinnacle and pro forma financial information set forth under Item 9.01 below, which are incorporated herein by reference.
The parties’ obligations to complete the Merger are conditioned upon approval of the Merger Agreement by the holders of at least a
majority of the outstanding shares of Pinnacle common stock and other customary closing conditions. Consummation of the Merger is not subject to a financing condition.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form
8-K
contains forward-looking statements within the meaning of the federal
securities laws about the Company and the Merger. These forward-looking statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Readers of this Current Report on Form
8-K
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 Current Report on Form
8-K.
These risks and uncertainties include, among other things: the failure to obtain Pinnacle stockholder approval of the
Merger; the possibility that the closing conditions to the Merger may not be satisfied or waived; delay in closing the Merger or the possibility of
non-consummation
of the Merger; the risk that the cost
savings and any other synergies from the Merger may not be fully realized or may take longer to realize than expected, including that the Merger 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 stockholder litigation in connection with the Merger may affect the timing or occurrence of the Merger or result in significant costs of defense, indemnification and
liability; risks related to the disruption of the Merger to us and our management; the effect of the announcement of the Merger on our ability to retain and hire key personnel and maintain relationships with customers, suppliers and other third
parties; 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 responsibility to update these statements, except as required by law.
