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Campbell Sends Letter to Shareholders Detailing Significant Actions Underway to Maximize Value; Strongly Recommends Shareholders Vote Gold Proxy Card

Files Definitive Proxy Materials

Launches Shareholder Resource Website www.CampbellsStrategy.com

CAMDEN, N.J.–(BUSINESS WIRE)–Oct. 4, 2018–
Campbell Soup Company (NYSE: CPB) announced today it has filed
definitive proxy materials, including its definitive proxy statement and GOLD
proxy card, with the U.S. Securities and Exchange Commission (SEC) in
connection with Campbell’s 2018 Annual Meeting of Shareholders,
scheduled for Nov. 29, 2018. Campbell shareholders of record as of the
close of business on Oct. 9, 2018 will be entitled to vote at the Annual
Meeting.

In addition to filing these proxy materials, Campbell sent a letter to
its shareholders. In the letter, Campbell:

  • Summarizes the results of its comprehensive Board-led strategy and
    portfolio review and the significant actions that are underway to
    focus Campbell’s portfolio, improve performance and maximize
    shareholder value;
  • Highlights the strength and experience of its directors and why it has
    the right Board to lead Campbell going forward;
  • Highlights the strength of its new management team; and
  • Discusses why Third Point’s actions are not in shareholders’ best
    interests and its proposed nominees lack the required skills and
    expertise to oversee a public company like Campbell and its iconic
    brands.

Campbell strongly recommends that shareholders vote to support the
current Campbell Board of Directors with a vote on the GOLD proxy
card.

In conjunction with the definitive proxy filing, Campbell mailed the
following letter to shareholders and launched www.CampbellsStrategy.com.
These materials will be available at www.sec.gov.
The website will be updated as additional information becomes available.

The full text of Campbell’s letter to shareholders follows.

VOTE THE GOLD PROXY CARD TODAY

October 4, 2018

Dear Campbell Shareholders:

The future of Campbell is bright. On August 30th, Campbell announced a
series of significant actions stemming from our comprehensive Board-led
strategy and portfolio review, which are directly aimed at turning
around the business, improving operating and financial performance and
returning Campbell to sustainable profitable growth. As part of this
review, the Board considered a full slate of strategic options to
maximize shareholder value, including optimizing the portfolio,
divesting businesses, splitting the Company, and pursuing a sale. All
options were on the table.

The Board determined that the best path forward for Campbell, at this
time, is to focus the Company, pursue the divestiture of non-core
businesses and use the proceeds to significantly pay down debt and
strengthen our balance sheet, and further reduce costs and increase our
asset efficiency. In addition to these actions, the Board remains
focused on retaining Campbell’s investment grade credit rating and
maintaining our dividend, which over the last 12 months paid $1.40 per
share.

For nearly 150 years, Campbell has been committed to making food that is
delicious, convenient and affordable. Our purpose, Real food that
matters for life’s moments,
has been the driver behind why we do
what we do. This is why more than 95 percent of U.S. households have a
Campbell product in their home.

We believe that a continued commitment to our purpose will drive value
creation for all Campbell shareholders. That said, we are mindful of
Campbell’s recent performance. Simply put, we know we need to and can do
better.

Unfortunately, Third Point, a New York-based hedge fund that only
recently became a Campbell shareholder and held material short positions
in Campbell stock for most of 2017, is attempting to deprive
shareholders of the future value potential of Campbell by forcing a sale
of your Company while we are executing on our strategic plan to create
value. The Campbell Board strongly objects to Third Point’s aggressive
and short-sighted tactics and urges shareholders to reject the hedge
fund’s misguided efforts and “one-point” agenda for Campbell.

To support Campbell, vote FOR the re-election of Campbell’s highly
qualified and engaged slate of directors on the enclosed GOLD
proxy card today. Vote only the GOLD proxy card – please discard
any WHITE proxy cards you receive from Third Point.

CAMPBELL’S PLAN: THE RIGHT PATH FORWARD TO MAXIMIZE SHAREHOLDER VALUE

In proactively launching the strategic review process in May – prior to
any actions by Third Point – your Board recognized that meaningful
changes were necessary to maximize value for all Campbell shareholders.
We entered the review process with a completely open mind. The Board,
together with its external advisers, considered a full slate of options
for Campbell – including whether to:

  • Optimize our portfolio and divest assets and businesses;
  • Split the Company; or
  • Sell the entire Company.

After considerable analysis and evaluation, the Board concluded that the
best path forward to maximize shareholder value at this time is to:

  • Focus Campbell on two distinct businesses, Campbell Snacks and
    Campbell Meals and Beverages, in our core North American market;
  • Pursue the divestitures of two non-core businesses – Campbell
    International and Campbell Fresh – to focus and improve our portfolio.
    We intend to use the proceeds to significantly reduce debt and improve
    the balance sheet; and,
  • Increase our cost savings target by $150 million, which will bring our
    total cost savings efforts to $945 million by the end of fiscal year
    2022, including the expected Snyder’s-Lance savings.

Focusing Our Portfolio

Moving forward, we are focusing on two businesses – Campbell Snacks and
Campbell Meals and Beverages – within our core North American market.
This increased focus enables us to leverage our iconic brands and strong
positions in a market where we have the greatest presence and right to
win.

Increased focus and discipline are key tenets of our renewed strategy.
As such, we are managing our portfolio of brands using two
differentiated operating strategies:

  • Drive Profitable Growth – Powerful and
    exciting brands that will be managed to grow faster than the
    categories in which they compete. These include leading brands such as Cape
    Cod
    , Goldfish, Kettle Brand, Lance, Late
    July
    , Pace, Pacific, Pepperidge Farm Farmhouse
    and Milano cookies, Prego and Snyder’s of Hanover.
    Investments in innovation and consumer engagement will enable these
    brands to leverage evolving consumer tastes and trends.
  • Maximize Margin & Cash Flow
    At-scale brands that will be managed to generate consistent profit and
    cash flow. These include leading brands such as Campbell’s
    soup, Pepperidge Farm fresh bakery, SpaghettiOs and V8.
    These brands will be managed with disciplined focus and aligned
    investments to support their strong market positions, to optimize
    operating margins and cash flow and to fulfill their equally important
    role in Campbell’s portfolio.

Pursuing Divestitures

To help sharpen our focus, we are pursuing the sale of the Campbell
International business, which includes Arnott’s and the Kelsen Group,
and our Campbell Fresh business, which includes Bolthouse Farms, Garden
Fresh Gourmet and the refrigerated soup business. These are great brands
and solid businesses, but they do not fit with Campbell’s new strategic
direction. We believe they will be of greater value to new owners who
are focused on these categories and geographies.

The proposed divestitures represented approximately $2.1 billion in net
sales in fiscal year 2018. We have engaged leading financial advisers
and have initiated a disciplined process aimed at achieving maximum
value. We intend to use the proceeds from these divestitures to
significantly reduce debt and are targeting a pro forma EBITDA leverage
ratio of 3.0x by the end of 2021.

In addition to these divestitures, we continue to evaluate additional
actions to further optimize our portfolio.

Increasing Cost Savings Target

One of Campbell’s demonstrated strengths over the last several years has
been our ability to deliver successful multi-year cost savings ahead of
schedule. As we work to become a leaner and more focused company, we see
further opportunities to drive additional cost savings.

Specifically, we have identified an additional $150 million in cost
savings, which will be achieved by streamlining the organization,
expanding zero-based budgeting efforts and continuing to optimize our
manufacturing network. These savings are in addition to the previously
announced $500 million in cost savings and the $295 million in target
synergies and run rate cost savings from our acquisition of
Snyder’s-Lance. Combined, these programs will bring our total cost
savings target to $945 million by the end of fiscal year 2022.

Together, all of these actions are the start of a process to create a
leaner, more focused and better-positioned Campbell.

CAMPBELL’S BOARD HAS THE SKILLS AND EXPERIENCE NEEDED TO DRIVE THIS
NEW STRATEGY AND CONTINUES TO ACT AS THE COMPANY’S BEST CHANGE AGENT

Campbell benefits from a diverse and highly-qualified Board of Directors
that is actively engaged and focused on maximizing value for all
shareholders. The Campbell Board consists of 12 members, 11 of whom are
independent and four of whom have been added since 2016. The Board
combines the necessary skills – including a strong mix of industry
experience, operating expertise, long-term shareholder perspectives,
financial acumen, and global public company experience – needed to
provide the proper oversight and strategic guidance on a variety of
diverse consumer and business needs amid rapid changes in the food
industry.

The Board is focused on taking significant actions to help drive
shareholder value. In fact, over the last year, the Board has:

  • Approved the acquisition of Snyder’s-Lance, Campbell’s largest
    acquisition in its history, increasing our presence in the growing
    snacking market – a move that complements Pepperidge Farm’s strong
    trajectory and bolsters continued growth;
  • Approved the acquisition of Pacific Foods, positioning Campbell in the
    higher growth organic soup market and supporting our position in the
    faster-growing natural and organic category;
  • Enacted significant management changes, including initiating a CEO
    search, appointing Luca Mignini, previously President of Global
    Biscuits and Snacks, to the newly created role of Chief Operating
    Officer, and naming new presidents in two of our three operating
    divisions, as well as new functional heads in R&D and HR;
  • Elected Tessa Hilado, former CFO of Allergan, to the Board. Tessa is
    the fourth new independent Director added to the Board since the
    beginning of 2016; and
  • Conducted a comprehensive strategy and portfolio review and determined
    a clear and executable path forward based on the Company’s many
    strengths.

Finally, and most importantly, the Board remains committed to evaluating
all strategic options if any of those options can demonstrably enhance
value for all shareholders.

NEW MANAGEMENT TEAM: THE RIGHT LEADERS TO IMPLEMENT CAMPBELL’S
TRANSITION

In May, as part of our CEO succession plan, our former CEO agreed to
retire, and I assumed the role of interim President and CEO. The Board,
with the support of leading candidate assessment and executive search
firms, is currently examining both internal and external qualified
candidates who possess a track record of proven results and achievement.
The Board is focused on maintaining its thoughtful approach to ensure
that the next choice for CEO is the best long-term fit for the Company
and its new plan.

I am proud to say that I am also supported by a new and strengthened
management team that is focused on and committed to the Company’s new
direction. In April, the Board appointed Luca Mignini to the
newly-created role of Chief Operating Officer, added new presidents in
two of our three operating divisions, and replaced a significant portion
of the Meals and Beverages leadership team, including recruiting two
senior executives from outside Campbell. We have created a new Campbell
Snacks leadership team consisting of high-performing executives from
both the Pepperidge Farm and Snyder’s-Lance businesses. We also added
new functional heads in R&D and HR.

Today, Campbell has a strong and aligned leadership team in place to
drive the Company forward and execute the plans outlined in our strategy
and portfolio review.

THIRD POINT IS ATTEMPTING TO SEIZE CONTROL AND FORCE A SALE OF YOUR
COMPANY

Over the past several months, we have worked to engage in an open and
constructive dialogue with Third Point, as we do with all of our
shareholders. Despite those efforts and the comprehensive set of
significant actions that Campbell announced on August 30th, and without
notifying the Board or management team, Third Point launched an effort
to replace our entire Board of Directors with a set of hand-picked and
largely underqualified individuals whose interests are not aligned with
those of the majority of shareholders. Rather, Third Point’s actions are
a clear attempt to take over Campbell, despite holding just a ~ 6
percent position in the Company, and pursue a sale at any and all costs.

We recommend that shareholders do not
support Third Point’s candidates for the following reasons:

Third Point has bet against Campbell by holding material short
positions over the last year

While Third Point claims that it is acting in the best interests of all
shareholders, its actions over the past year are in direct conflict with
that statement. Third Point’s preliminary proxy materials indicate that
the fund held several material short positions in Campbell’s stock over
the last year. In other words, Third Point took deliberate actions to
erode shareholder value at the expense of all other long-term holders –
the same shareholders Third Point is now soliciting support from as part
of its efforts to gain control of Campbell.

Third Point has yet to put forward any new ideas that have not
been considered by the Board and is instead focused on achieving its
singular goal – the sale of the Company

Prior to the August 30th announcement on Campbell’s new direction, Third
Point publicly stated that “the only justifiable outcome of the
strategic review is for [Campbell] to be sold to a strategic buyer,”
firmly stating its preferred path forward for Campbell. Despite this, in
Third Point’s letter from September 7th, it flip-flopped on its position
regarding a sale and stated that its slate of nominees would “act
consistently with its fiduciary duties in pursuing optimal outcomes for
shareholders and managing the Company to enhance long-term value.”

However, Third Point further reinforced its position on October 1st
through filings agitating for a sale of all or part of Campbell. As part
of these filings, Third Point outlined – for the first time – several
general potential strategies. In doing so, Third Point failed to put
forward any new ideas which were not considered by the Board as part of
its strategy and portfolio review or are not part of the significant
actions stemming from the review. In fact, all approaches presented by
Third Point appear to be aimed exclusively at an eventual sale of the
Company – an alternative we evaluated and will continue to do so if it
can be shown to drive value relative to the plans outlined in our
strategy and portfolio review.

Shareholders must ask whether the Third Point nominees, if elected,
would enter into strategy-based discussions regarding the future of
Campbell without bias and with the long-term interests of all
shareholders in mind.

Third Point’s nominees lack the relevant skills and experiences to
properly oversee and govern Campbell during this critical juncture

Third Point’s 12 nominees offer little in the way of industry expertise,
senior leadership experience, and public company board experience
compared to Campbell’s current Board of Directors.

Lack of Board Experience

  • While 7 have served on the board of a public company, much of this
    experience is limited, dated, or was in unrelated industries
  • Despite criticisms of oversight at Campbell, Third Point nominated
    George Strawbridge, Jr., who retired from Campbell’s Board at the age
    of 72 in 2009, with a tenure that spanned more than 22 years, and
    Lawrence Karlson, who served on the Board as recently as 2015 and
    supported many of the acquisitions that Third Point is now criticizing

Lack of Executive Experience

  • 9 have not served as an executive officer of a public company
  • Third Point’s slate lacks the experience necessary to oversee the
    management of the Company on day one and to ensure that the Company is
    well-positioned ahead of a sale in order to maximize value

Lack of Industry Experience

  • Only 4 have experience in the consumer-packaged goods industry

Limited Understanding of Campbell

  • To the extent Third Point’s nominees have employment experience at the
    Company, their knowledge is stale and of little or no relevance
  • Raymond Silcock and Bill Toler, former mid-level Campbell executives,
    ended their employment in 1997 and 2000, respectively

Heavy Third Point Representation

  • Neither Munib Islam or Matthew Cohen has been employed in the
    consumer-packaged goods industry or served as a public company
    executive
  • Their sole qualification appears to be their employment at Third
    Point, which should call into question their independence from the
    dissident in boardroom deliberations

CAMPBELL’S BOARD AND MANAGEMENT TEAM ARE FOCUSED ON IMPROVING
PERFORMANCE AND DRIVING INCREASED RETURNS TO SHAREHOLDERS

Campbell’s Board and management team are aligned and working with
urgency to improve performance and revitalize the Company to be focused
on our franchise businesses to drive sustainable, profitable growth.
This new Campbell is stronger both in our balance sheet and our
management team; it is leaner and more agile with less bureaucracy and
faster decision-making; and it is disciplined in our capital allocation,
our resource deployment and our drive to maximize shareholder value.

VOTE THE GOLD PROXY CARD TODAY – YOUR
VOTE IS EXTREMELY IMPORTANT

Over the next several weeks, you will receive additional outreach from
Campbell. You also are likely to receive outreach from Third Point. We
urge you to NOT vote using any WHITE proxy card or voting instruction
forms you might receive from Third Point. Please disregard and discard
the WHITE proxy card.

If you do vote the WHITE card – you can easily switch your vote to the GOLD
card. The last card submitted is the one that counts.

On behalf of your Board of Directors, thank you for your continued
support.

Sincerely,
Keith R. McLoughlin
Interim President and Chief
Executive Officer

                         
            If you have questions or need assistance, please contact:          
 

INNISFREE M&A Incorporated

 
Shareholders Call Toll-Free:
 
(877) 687-1866
 
Banks & Brokers Call Collect:
 
            (212) 750-5833            
 

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.

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.

Important Additional Information and Where to Find It

Campbell has filed a definitive proxy statement on Schedule 14A and form
of associated GOLD Proxy Card with the Securities and Exchange
Commission (“SEC”) in connection with the solicitation of proxies for
its 2018 Annual Meeting of Shareholders (the “Definitive Proxy
Statement”). Campbell, its directors and certain of its executive
officers will be participants in the solicitation of proxies from
shareholders in respect of the 2018 Annual Meeting. Information
regarding the names of Campbell’s directors and executive officers and
their respective interests in the company by security holdings or
otherwise is set forth in the Definitive Proxy Statement. Details
concerning the nominees of Campbell’s Board of Directors for election at
the 2018 Annual Meeting are included in the Definitive Proxy Statement.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE
COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED
TO THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY
SUPPLEMENTS THERETO AND ACCOMPANYING GOLD PROXY CARD, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Shareholders may obtain a free copy of
the Definitive Proxy Statement and other relevant documents that
Campbell files with the SEC from the SEC’s website at www.sec.gov
or Campbell’s website at www.investor.campbellsoupcompany.com
as soon as reasonably practicable after such materials are
electronically filed with, or furnished to, the SEC.

Source: Campbell Soup Company

INVESTOR:
Ken Gosnell, (856) 342-6081
[email protected]
or
MEDIA:
Thomas
Hushen, (856) 342-5227
[email protected]