CAMDEN, N.J.–(BUSINESS WIRE)–Jul. 16, 2018–
Campbell Soup Company (NYSE:CPB) today announced that it received
notice of an unsolicited “mini-tender” offer by Ponos Capital LLC (Ponos
Capital) to purchase up to 5,952,381 shares of Campbell capital stock,
which represents approximately 1.98% of the common shares outstanding,
at a price of $42.00 per share in cash.
Please be aware that shareholders are not required to respond to Ponos
Capital’s offer. Campbell does not endorse Ponos Capital’s unsolicited
mini-tender offer and recommends that Campbell shareholders do not
tender their shares in the offer. Ponos Capital has included in the
terms of its offer a condition that the closing price of Campbell’s
shares on the New York Stock Exchange on the last trading day prior to
the expiration of the offer must exceed the $42.00 offer price. As a
result, unless Ponos Capital decides to waive this condition, Campbell
shareholders who tender their shares in the offer would receive a below
market price for Campbell’s shares through the tender offer. The
mini-tender offer is subject to numerous other conditions, including
that Ponos Capital needs to obtain financing for the offer. There is no
assurance that the conditions to the offer will be satisfied. Campbell
shareholders are cautioned that Ponos Capital can extend the offer and
delay payment beyond the currently scheduled expiration date of August
10, 2018. Campbell is not associated with Ponos Capital, its mini-tender
offer or the mini-tender offer documentation.
Mini-tender offers seek to acquire less than 5 percent of a company’s
shares outstanding. Consequently, they can avoid many disclosure and
procedural requirements of U.S. Securities and Exchange Commission (SEC)
rules that apply to offers for more than 5 percent of a company’s shares
The SEC has cautioned investors about mini-tender offers, stating that
mini-tender offers “have been increasingly used to catch investors off
guard,” and that investors “may end up selling their securities at
below-market prices.” The SEC’s guidance to investors on mini-tender
offers is available at https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html.
Shareholders should obtain current market quotations for their shares,
consult with their broker or financial advisor, and exercise caution
with respect to Ponos Capital’s mini-tender offer. Campbell recommends
that shareholders who have not responded to Ponos Capital’s offer take
no action. Shareholders who have already tendered their shares may
withdraw them at any time prior to 5:00 p.m. EDT on August 10, according
to Ponos Capital’s offering documents. Ponos Capital may extend the
offering period at its discretion.
Campbell encourages brokers and dealers, as well as other market
participants, to review the SEC’s letter regarding broker-dealer
mini-tender offer dissemination and disclosure available at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Campbell requests that a copy of this news release be included with all
distributions of materials relating to Ponos Capital’s mini-tender offer
related to shares of Campbell’s common stock.
About Campbell Soup Company
Campbell (NYSE:CPB) is driven and inspired by our Purpose, “Real food
that matters for life’s moments.” We make a range of high-quality soups
and simple meals, beverages, snacks and packaged fresh foods. For
generations, people have trusted Campbell to provide authentic,
flavorful and readily available foods and beverages that connect them to
each other, to warm memories and to what’s important today. Led by our
iconic Campbell’s brand, our portfolio includes Pepperidge
Farm, Bolthouse Farms, Arnott’s, V8, Swanson, Pace, Prego, Plum, Royal
Dansk, Kjeldsens, Garden Fresh Gourmet, Pacific Foods, Snyder’s of
Hanover, Lance, Kettle Brand, KETTLE Chips, Cape Cod, Snack Factory
Pretzel Crisps, Pop Secret, Emerald, Late July and other brand
names. 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.
Source: Campbell Soup Company