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Campbell Sends Letter to Shareholders Setting Record Straight Regarding Third Point’s So-Called “Plan” for Campbell

Recommends Shareholders Vote the GOLD Card to Support Current
Campbell Board of Directors

CAMDEN, N.J.–(BUSINESS WIRE)–Nov. 2, 2018–
Campbell Soup Company (NYSE:CPB) announced today it has sent a
letter to its shareholders in connection with its 2018 Annual Meeting of
Shareholders, scheduled for Nov. 29, 2018.

In the letter, Campbell sets the record straight regarding Third Point’s
proposed “plan” for Campbell. Campbell strongly recommends that
shareholders vote to support the current Campbell Board of Directors
with a vote on the GOLD proxy card.

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

VOTE THE GOLD PROXY CARD TODAY

Dear Campbell Shareholders,

After nearly three months of telling Campbell that selling itself was
the “only justifiable outcome” from our strategy and portfolio review,
Third Point, a hedge fund that is attempting to seize control of
Campbell’s entire Board with a slate of underqualified candidates,
finally abandoned its claim and attempted to come up with an alternative
scheme. Third Point’s latest “plan” can be summed up as follows: “Vote
for us and we’ll think of something.”

Rather than providing original ideas or detailed financial research,
Third Point has simply copied and pasted the existing plan outlined by
Campbell on August 30th into the Third Point PowerPoint
template. Third Point has endorsed our proposed divestitures and has
suddenly recognized the value and opportunity to participate in snacking
category growth through the combination of Pepperidge Farm and
Snyder’s-Lance. As we outline below, their so-called “plan” to create
value is simply your Board’s proposed cost savings and proposed
synergies but executed by Third Point’s inferior slate after further
delay and with increased execution risk as they attempt to learn how to
run your Company.

Shareholders need to ask themselves: why is Third Point wasting
everyone’s time?

Campbell’s current Board and management are acting to improve
operations, accelerate performance, and maximize value for all
shareholders. Vote for your Company’s highly experienced and qualified
nominees TODAY on the GOLD
proxy card – by telephone, over the Internet, or by signing, dating and
returning the enclosed GOLD proxy
card.

VOTE THE GOLD PROXY CARD TODAY

Here is how Third Point Presents Your Board’s
Actions as their “New Idea:”

       
1    

Your Board’s Action: Your
Board, with the support of leading candidate assessment and
executive search firms, has been meeting with and interviewing
highly qualified candidates who possess a track record of proven
results and achievement. A number of candidates have expressed
strong interest in the role. The Board is confident that it will
appoint a world-class permanent CEO by the end of the calendar
year.

 

Third Point’s “Plan” Agrees:
“Hire world-class permanent CEO”

2    

Your Board’s Action: As soon
as the Board recognized that the Company needed a change in
direction, your Board took action to significantly transform
Campbell’s management team. Such changes include:

  • Keith McLoughlin named Interim President and CEO in May 2018
  • Luca Mignini named Sr. VP & Chief Operating Officer in April 2018
  • Carlos Abrams-Rivera named President, Campbell Snacks in March
    2018
  • Roberto Leopardi named President, Campbell Meals & Beverages in
    June 2018
  • Xavier Boza named Sr. VP & Chief Human Resources Officer in July
    2018
  • Craig Slavtcheff named VP & Head of R&D in September 2018

Campbell has a strong and aligned leadership team in place to
drive the Company forward and successfully execute our August 30th
strategic plan.

 

Third Point’s “Plan” Agrees:
“Recruit new senior leadership talent”

3    

Your Board’s Action:
Campbell’s annual incentive plan is directly tied to performance.
In 2018, Campbell did not pay bonuses under this plan to any
employees based on the underperformance of the Company, nor did
any of the Company’s long-term incentive three-year performance
shares vest. The Company recently revised its annual incentive
plan metrics to focus on the key top line, bottom line and
operating financial metrics that are essential to delivering the
Company’s annual operating plan and financial commitments.

 

Third Point’s “Plan” Agrees:
“Set key performance indicators and establish incentive
compensation plans to better align pay with performance”

4    

Your Board’s Action: The
Campbell Board and management team, together with its outside
advisors – Deloitte Consulting, Centerview Partners and Goldman
Sachs, considered a full slate of options for Campbell – including
whether to split the Company. It decided that the best path
forward, at this time, was the plan announced on August 30th.

 

As we have repeatedly said, the Campbell Board has and will
continue to seriously consider other strategic options if they can
demonstrably enhance shareholder value beyond what we confidently
believe can be achieved from executing our current plan.

 

Third Point’s “Plan” Agrees:
“Determine whether or not to split Company into Grocery and Snacks
businesses”

5    

Your Board’s Action: Campbell
has established a clear go-forward strategy and plan to maximize
value for all shareholders. On August 30th, Campbell
outlined the following comprehensive plan, which the new
management team is currently implementing:

 

  • 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, and 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.

Third Point’s “Plan” Agrees:
“Lay out clear go-forward strategy and near-term plan (including
‘immediate fixes’)”

6    

Your Board’s Action: By
acquiring Snyder’s-Lance and combining it with Pepperidge Farm,
Campbell is now a leader within the attractive snacking category
and is well positioned to drive additional growth opportunities in
snacks.

 

Third Point’s “Plan” Agrees:
Third Point “sees opportunity to participate in growth of
(attractive) snacks category”

7    

Your Board’s Action: Campbell
is consistently innovating within soup. As part of its August 30th
plan, Campbell outlined a clear strategy to stabilize its U.S.
soup business. Going forward, we will focus on four key brands, Campbell’s,
Swanson, Chunky
and Pacific Foods, and each will be
managed according to a specific profile and portfolio role,
including investments in innovation.

 

Third Point’s “Plan” Agrees:
Third Point “sees opportunity to incorporate greater innovation
into the core (where it matters most)” // “Core Campbell’s and
Chunky brands still account for 90% of Campbell-brand soup sales”

8    

Your Board’s Action: Campbell
has announced two large non-core divestitures: Campbell
International and Campbell Fresh. While Campbell believes these
assets are attractive, they are no longer aligned with our focus
on Snacks and Meals & Beverages within North America. Interim CEO
Keith McLoughlin has also stressed that the Board and management
team will continue to identify additional actions to further
optimize Campbell’s portfolio going forward. The Campbell Board is
dedicated to urgently improving Campbell’s performance and has
stated that it will continue to seriously consider other strategic
options that can enhance value beyond our current plan.

 

Third Point’s “Plan” is Misguided:
“Consider further divestitures of non-core assets and
opportunities for bolt-on acquisitions in key categories”

9    

Your Board’s Action: On August
30th, Campbell announced new long-term targets to
reflect the Company’s actions and more focused portfolio. They are:

 

  • Organic net sales growth of 1 to 2 percent;
  • Adjusted EBIT growth of 4 to 6 percent;
  • Adjusted EPS growth of 7 to 9 percent;
  • $350 million aggregate reduction in working capital and capital
    expenditures;
  • Net debt to adjusted EBITDA ratio of 3.0x by 2021

We are confident that we will have a solid base from which to
grow. Nearly half of our portfolio will be positioned in the
faster-growing snacking category and we expect to benefit from
incremental revenue opportunities as a result of combining
Snyder’s-Lance and Pepperidge Farm.

 

Third Point’s “Plan” Agrees:
“Set new financial targets based on updated strategy”

10    

Your Board’s Action: Campbell
is executing against its go-forward strategy to enhance and
maximize shareholder value – including its announced revenue
growth and cost savings initiatives. In fact, one of Campbell’s
demonstrated strengths is its ability to implement successful
multi-year cost savings programs having delivered over $455
million of savings to date.

 

Third Point’s “Plan” Agrees:
“Start executing on identified revenue growth and cost savings
opportunities”

11    

Your Board’s Action: Campbell
is already achieving synergies from the Snyder’s-Lance
acquisition. Following another deep dive into Snyder’s-Lance
during the strategic review process, the Board is even more
convinced of the growth prospects and synergies in the Campbell
Snacks business. We are confident that we will hit the outlined
$295 million in target savings from the Snyder’s-Lance integration.

 

Third Point’s “Plan” Agrees:
“Execute on Snyder’s-Lance synergies”

   

***

In sum, Third Point has presented no new ideas to enhance shareholder
value. Through its hastily conceived “plan,” Third Point has not only
endorsed Campbell’s announced divestitures and our acquisition of
Snyder’s-Lance, but also demonstrated its limited understanding of
Campbell’s business and lack of forethought regarding any new strategic
plan for Campbell.

Moreover, Third Point has completely retracted its own argument
regarding a sale of the Company. Recall that Third Point’s original
thesis was that the “only justifiable outcome of the strategic review”
was an immediate sale of your Company. But now Third Point has presented
a “plan” that simply reiterates the key points of the current Board’s
go-forward strategy and has suggested that such a strategy would create
a substantial potential premium over the current stock price.

Third Point’s latest assertion endorses the
plan that your current Board has developed and reinforces the fact that
your Board is best positioned to maximize shareholder value and lead the
company going forward.

Thank you for your continued support – VOTE GOLD.

 

Your Vote Is Important, No Matter How Many or How Few Shares
You Own!

If you have questions or need assistance, please
contact:

 

INNISFREE M&A Incorporated

 

Shareholders Call Toll-Free: (877) 687-1866
International
shareholders may call: +1-412-232-3651
Banks & Brokers Call
Collect: (212) 750-5833

 

IMPORTANT
We urge you NOT to sign any white proxy card
sent to you by Third Point.
If you have already done so, you
have every legal right to change your vote by using
the
enclosed GOLD proxy card to vote TODAY—by telephone,
by
Internet, or by signing, dating and returning the GOLD
proxy card in the postage-
paid envelope provided.

 

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

Campbell Soup Company
INVESTORS:
Ken
Gosnell, 856-342-6081
[email protected]
or
MEDIA:
Thomas
Hushen, 856-342-5227
[email protected]