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Campbell and Third Point Reach Agreement

CAMDEN, N.J. & NEW YORK–(BUSINESS WIRE)–Nov. 26, 2018–
Campbell Soup Company (NYSE: CPB) and Third Point (NYSE: TPRE)
announced today that they have reached an agreement with respect to the
election of directors at Campbell’s 2018 Annual Meeting of Shareholders
and certain other matters. Under the terms of the agreement, following
its Nov. 29, 2018 Annual Meeting, Campbell will increase the size of its
Board from 12 to 14 members and add two new, independent directors from
Third Point’s proposed slate: Sarah Hofstetter, President of Comscore,
and Kurt Schmidt, former Director and CEO of Blue Buffalo Company, Ltd.
In connection with this settlement, Third Point has agreed to a 12-month
standstill and certain support commitments.

The two parties have also agreed that Third Point will provide input
into Campbell’s ongoing CEO search process. The final decision regarding
the Company’s permanent CEO will be made by the Campbell Board of
Directors – including Ms. Hofstetter and Mr. Schmidt. Underscoring the
open channels of communication between the parties, Campbell has invited
Third Point to present its views at two meetings of the Board and two
meetings with Campbell’s CEO within the next 12 months.

As a result of today’s announcement, Third Point has agreed to
immediately withdraw its slate of director nominees and support the
Company’s slate of directors at the upcoming Annual Meeting. Third Point
also will dismiss its litigation against Campbell and withdraw its books
and records request.

Additionally, Campbell and Third Point have agreed that the Company will
add a third director by the meeting of the Board to be held in May 2019
and will consult with Third Point with respect to the appointment of
this additional director.

“We are pleased to have reached an agreement with Third Point that is in
the best interests of Campbell shareholders, and we look forward to
welcoming both Sarah and Kurt to our Board of Directors,” said Keith
McLoughlin, interim President and CEO of Campbell. “We will continue to
maintain an active and productive dialogue with all of our shareholders,
including Third Point, as we execute our strategic plan and build a
stronger and more focused company that creates long-term value for
shareholders.”

“Third Point looks forward to working collaboratively with Campbell to
improve value for all shareholders at this important time for the
Company,” said Daniel S. Loeb, CEO of Third Point. “We are confident
that Campbell will find a world-class CEO who is given the necessary
support to execute on the strategy to strengthen the Company, and that
Sarah and Kurt will provide valuable perspectives to the Campbell Board.”

The complete agreement between Campbell and Third Point will be included
as an exhibit to a Current Report on Form 8-K, which will be filed with
the Securities and Exchange Commission.

Sarah Hofstetter
President of Comscore

Ms. Sarah Hofstetter is the President of Comscore, a global information
and analytics company that measures consumer audiences and advertising
across media platforms. From April to October 2018, Ms. Hofstetter
served as Chairwoman of 360i, a U.S. advertising arm of Dentsu, Inc., a
Japanese advertising and public relations company, that has helped its
clients capitalize on industry changes. From 2013 until April 2018, Ms.
Hofstetter served as Chief Executive Officer of 360i, and from 2006 to
2010 as Senior Vice President, Emerging Media & Brand Strategy. Under
Ms. Hofstetter’s stewardship, 360i was named Adweek’s Breakthrough Media
Agency of the Year in 2018 and featured in Ad Age’s coveted A-List issue
for eight consecutive years from 2011 to 2018. Ms. Hofstetter currently
sits on the Board of Directors of American Association of Advertising
Agencies (“4A”) and was named to both the 2014 American Advertising
Federation Hall of Achievement and the 4A’s list of 100 People Who Make
Advertising Great in 2017. Prior to joining 360i, Ms. Hofstetter founded
Kayak Communications, a marketing agency focused on developing brand
strategy and communications plans for new media brands, where she also
served as President from 2004 to 2006. Before starting her own agency,
Ms. Hofstetter served in a series of senior leadership positions at
Net2Phone, a subsidiary of IDT Corporation, from 1998 to 2004 and at IDT
Corporation, a telecommunications company, from 1996 to 1998. Ms.
Hofstetter graduated from Queens College, City University of New York
with a B.A. in Sociology and Journalism.

Kurt T. Schmidt
Former Director and Chief Executive
Officer of Blue Buffalo Company

Mr. Kurt Schmidt is currently retired and formerly served as a director
and the Chief Executive Officer of Blue Buffalo Company, Ltd. (“Blue
Buffalo”), a pet food company, from 2012 to December 31, 2016. Prior to
joining Blue Buffalo, from 2011 to 2012, Mr. Schmidt served as a Deputy
Executive Vice President at Nestlé Nutrition at Nestlé S.A. (“Nestlé”),
a multinational food and beverage company. At Nestlé, Mr. Schmidt was
responsible for the $8 billion global Health & Wellness Division, and he
was a member of Nestlé’s Executive Committee. Mr. Schmidt joined Nestlé
in 2007 as part of its acquisition of Gerber Products from Novartis,
where he was the President and Chief Executive Officer of Gerber
Products Company, a baby food and baby products manufacturer, from 2004
to 2007. Mr. Schmidt received a B.S. in Chemistry from the United States
Naval Academy and an MBA from the University of Chicago.

About Campbell Soup Company

Campbell (NYSE: CPB) is driven and inspired by our Purpose, “Real food
that matters for life’s moments.” For generations, people have trusted
Campbell to provide authentic, flavorful and affordable snacks, soups
and simple meals, and beverages. Founded in 1869, Campbell has a
heritage of giving back and acting as a good steward of the planet’s
natural resources. The company is a member of the Standard and Poor’s
500 and the Dow Jones Sustainability Indexes. For more information,
visit www.campbellsoupcompany.com
or follow company news on Twitter via @CampbellSoupCo. To learn more
about how we make our food and the choices behind the ingredients we
use, visit www.whatsinmyfood.com.

About Third Point LLC

Third Point LLC is an alternative investment firm managing $17B in
assets for public institutions, private entities and qualified
individual clients. The firm was founded in 1995 by Daniel S. Loeb, who
serves as Chief Executive Officer and oversees its investment activity.
Third Point employs an opportunistic approach to invest globally in
equity and credit securities.

Forward-Looking Statements

This release contains “forward-looking statements” that reflect the
company’s current expectations about the impact of its future plans and
performance on the company’s business or financial results. These
forward-looking statements rely on a number of assumptions and estimates
that could be inaccurate and which are subject to risks and
uncertainties. The factors that could cause the company’s actual results
to vary materially from those anticipated or expressed in any
forward-looking statement include: (1) the company’s ability to execute
on and realize the expected benefits from the actions it intends to take
as a result of its recent strategy and portfolio review, (2) the ability
to differentiate its products and protect its category leading
positions, especially in soup; (3) the ability to complete and to
realize the projected benefits of planned divestitures and other
business portfolio changes; (4) the ability to realize the projected
benefits, including cost synergies, from the recent acquisitions of
Snyder’s-Lance and Pacific Foods; (5) the ability to realize projected
cost savings and benefits from its efficiency and/or restructuring
initiatives; (6) the company’s indebtedness and ability to pay such
indebtedness; (7) disruptions to the company’s supply chain, including
fluctuations in the supply of and inflation in energy and raw and
packaging materials cost; (8) the company’s ability to manage changes to
its organizational structure and/or business processes, including
selling, distribution, manufacturing and information management systems
or processes; (9) the impact of strong competitive responses to the
company’s efforts to leverage its brand power with product innovation,
promotional programs and new advertising; (10) the risks associated with
trade and consumer acceptance of product improvements, shelving
initiatives, new products and pricing and promotional strategies; (11)
changes in consumer demand for the company’s products and favorable
perception of the company’s brands; (12) changing inventory management
practices by certain of the company’s key customers; (13) a changing
customer landscape, with value and e-commerce retailers expanding their
market presence, while certain of the company’s key customers maintain
significance to the company’s business; (14) product quality and safety
issues, including recalls and product liabilities; (15) the costs,
disruption and diversion of management’s attention associated with
campaigns commenced by activist investors; (16) the uncertainties of
litigation and regulatory actions against the company; (17) the possible
disruption to the independent contractor distribution models used by
certain of the company’s businesses, including as a result of litigation
or regulatory actions affecting their independent contractor
classification; (18) the impact of non-U.S. operations, including trade
restrictions, public corruption and compliance with foreign laws and
regulations; (19) impairment to goodwill or other intangible assets;
(20) the company’s ability to protect its intellectual property rights;
(21) increased liabilities and costs related to the company’s defined
benefit pension plans; (22) a material failure in or breach of the
company’s information technology systems; (23) the company’s ability to
attract and retain key talent; (24) changes in currency exchange rates,
tax rates, interest rates, debt and equity markets, inflation rates,
economic conditions, law, regulation and other external factors; (25)
unforeseen business disruptions in one or more of the company’s markets
due to political instability, civil disobedience, terrorism, armed
hostilities, extreme weather conditions, natural disasters or other
calamities; and (26) other factors described in the company’s most
recent Form 10-K and subsequent Securities and Exchange Commission
filings. The company disclaims any obligation or intent to update the
forward-looking statements in order to reflect events or circumstances
after the date of this release.

Source: Campbell Soup Company and Third Point LLC

CAMPBELL INVESTOR CONTACT:
Ken Gosnell
(856)
342-6081
[email protected]

CAMPBELL MEDIA CONTACT:
Thomas Hushen
(856)
342-5227
[email protected]

THIRD POINT MEDIA CONTACT:
Elissa Doyle
(212)
715-4907
[email protected]