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Campbell to Acquire Snyder’s-Lance, Inc. to Expand in Faster-Growing Snacking Category

  • Campbell to acquire Snyder’s-Lance for $50.00 per share in an
    all-cash transaction
  • Combination of Campbell’s baked snacks portfolio and
    Snyder’s-Lance’s complementary portfolio creates a snacking platform
    with approximately $4.7 billion net sales on a pro forma basis
  • Campbell’s annual net sales expected to exceed $10 billion
  • Expects approximately $170 million in cost synergies by end of
    fiscal 2022; additionally, expects to achieve a majority of
    Snyder’s-Lance’s existing cost transformation program
  • Acquisition expected to be accretive to Campbell’s Earnings Per
    Share (EPS) in fiscal 2019
  • Investor conference call today at 10:30 a.m. EST

CAMDEN, N.J. & CHARLOTTE, N.C.–(BUSINESS WIRE)–Dec. 18, 2017–
Campbell Soup Company (NYSE: CPB) and Snyder’s-Lance (NASDAQ:
LNCE)
today announced that the companies have entered into an
agreement for Campbell to acquire Snyder’s-Lance for $50.00 per share in
an all-cash transaction. The purchase price represents a premium of
approximately 27 percent to Snyder’s-Lance’s closing stock price on Dec.
13, 2017, the last trading day prior to media reports regarding a
potential transaction. The acquisition, which has been approved by the
Boards of Directors of both companies, will enable Campbell to expand
its portfolio of leading snacking brands.

This press release features multimedia. View the full release here:
http://www.businesswire.com/news/home/20171218005483/en/

Snyder’s-Lance is a leading snacking company that manufactures and
markets snack food throughout the United States. The company’s portfolio
includes well-known brands such as Snyder’s of Hanover, Lance,
Kettle Brand, KETTLE chips, Cape Cod, Snack Factory
Pretzel Crisps
, Pop Secret, Emerald and Late July.
Snyder’s-Lance has leading market positions in its core categories
including pretzels, sandwich crackers, kettle chips, deli snacks and
organic and natural tortilla chips.1

Acquisition and Snyder’s-Lance Highlights:

  • Combines the strengths of both organizations to drive sales growth and
    expand Campbell’s footprint in the $89 billion U.S. snacking market,
    which had a three-year compound annual growth rate (CAGR) of nearly 3
    percent2
  • Snyder’s-Lance reported $2.2 billion in net sales for the trailing 12
    months ended Sept. 30, 2017
  • From calendar 2012-2016, Snyder’s-Lance net sales grew at an 11.5
    percent CAGR; organic net sales outpaced category growth with a 4
    percent CAGR

The acquisition of Snyder’s-Lance will accelerate Campbell’s access to
faster-growing distribution channels including the convenience and
natural channels.

Strengthening Campbell’s Portfolio in Faster-Growing Categories

Denise Morrison, Campbell’s President and Chief Executive Officer, said,
“The acquisition of Snyder’s-Lance will accelerate Campbell’s strategy
and is in line with our Purpose, ‘real food that matters for life’s
moments.’ It will provide our consumers with an even greater variety of
better-for-you snacks. The combination of Snyder’s-Lance brands with
Pepperidge Farm, Arnott’s and Kelsen will create a diversified snacking
leader, drive sales growth and create value for shareholders. This
acquisition will dramatically transform Campbell, shifting our center of
gravity and further diversifying our portfolio into the faster-growing
snacking category. We look forward to welcoming Snyder’s-Lance’s
employees and their trusted family of leading brands to our company.”

Campbell’s baked snacks product portfolio generated approximately $2.5
billion in net sales in fiscal 2017. With the addition of
Snyder’s-Lance’s complementary portfolio, snacking would represent
approximately 46 percent of Campbell’s annual net sales (previously 31
percent) on a pro forma basis. Campbell’s soup portfolio, including the
recent acquisition of Pacific Foods, would represent approximately 27
percent of the company’s annual net sales.

Brian J. Driscoll, President and Chief Executive Officer of
Snyder’s-Lance, said, “Following a thorough review process of strategic
options, we believe this transaction maximizes value for our
shareholders through an immediate and certain cash premium. The
transaction also unlocks the value of our portfolio, reflecting the
progress we have made planning and executing our transformation. We are
excited to join Campbell and to continue to provide great products to
our consumers with an uncompromising focus on ingredients, quality and
taste.”

Creating a Snacking Leader

Snyder’s-Lance will become part of Campbell’s Global Biscuits and Snacks
division, which includes the company’s Pepperidge Farm, Arnott’s and
Kelsen businesses, and the simple meals and shelf-stable beverages
business in Australia, Asia Pacific and Latin America. The division is
led by Luca Mignini, President. The division will combine
Snyder’s-Lance’s portfolio with Campbell’s iconic snacking brands
including Goldfish crackers, Tim Tam biscuits, Milano
cookies and Kjeldsens butter cookies.

Mignini said, “Campbell’s expertise in brand-building, R&D, and supply
chain and operations, coupled with Snyder’s-Lance’s well-known
portfolio, distribution system and history of strong sales growth, will
allow us to create a differentiated, branded snacking business with
greater scale. The combined portfolio will be even more relevant to
consumers who are increasingly seeking better-for-you snacks.”

Headquartered in Charlotte, N.C., Snyder’s-Lance has approximately 6,000
employees and operates 13 manufacturing centers throughout the United
States and United Kingdom.

Approvals and Financing

Campbell plans to finance the acquisition through $6.2 billion of debt
comprising a combination of long-term and short-term debt. Pro forma
leverage is expected to be 4.8x at closing, and the company is committed
to deleveraging to approximately 3x by fiscal 2022. Campbell will
suspend share repurchases to maximize free cash flow for the purposes of
paying down debt. Campbell also expects to maintain its current dividend
policy.

The closing of the transaction is subject to the approval of
Snyder’s-Lance shareholders, as well as customary regulatory approvals
and other closing conditions. Certain members of the Warehime family,
who collectively own 13.2 percent of Snyder’s-Lance’s outstanding common
stock, have agreed to vote their shares in support of the transaction.
Closing is expected by early second quarter of calendar 2018. Campbell
expects the acquisition to be accretive to adjusted EPS in fiscal 2019,
excluding integration costs and costs to achieve synergies.

Credit Suisse acted as lead financial adviser to Campbell in this
transaction. Rothschild also acted as a financial adviser to Campbell.
Weil, Gotshal & Manges LLP acted as Campbell’s legal counsel. Goldman
Sachs & Co. LLC acted as lead financial adviser to Snyder’s-Lance.
Deutsche Bank has also acted as long-time financial adviser to
Snyder’s-Lance. Jenner & Block LLP acted as legal counsel to
Snyder’s-Lance.

Reshaping Campbell’s Portfolio

This is Campbell’s sixth acquisition in five years. The company acquired
Bolthouse Farms in August 2012, organic baby food company Plum in June
2013, biscuit company Kelsen in August 2013, fresh salsa and hummus
maker Garden Fresh Gourmet in June 2015, and organic broth and soup
producer Pacific Foods in December 2017.

Investor Call Details

Campbell will host a conference call to discuss the acquisition
announcement today at 10:30 a.m. EST. To join in the U.S., dial (833)
659-8619. To join outside of the U.S., dial +1 (703) 639-1316. The
access code is 8969888. Access to a live webcast of the call with
accompanying slides, as well as a replay of the call, will be available
at investor.campbellsoupcompany.com.

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 and Pacific Foods.
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 & 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 Snyder’s-Lance

Snyder’s-Lance, Inc., headquartered in Charlotte, NC, manufactures and
markets snack foods throughout the United States and
internationally. Snyder’s-Lance’s products include pretzels, sandwich
crackers, pretzel crackers, potato chips, cookies, tortilla chips,
restaurant style crackers, popcorn, nuts and other snacks. Products are
sold under the Snyder’s of Hanover®, Lance®,
Kettle Brand®, KETTLE® Chips, Cape Cod®, Snack
Factory® Pretzel Crisps®, Pop Secret®,
Emerald®, Late July®, Krunchers! ®,
Tom’s®, Archway®, Jays®, Stella D’oro®,
Eatsmart Snacks™, O-Ke-Doke®, Metcalfe’s skinny®,
and other brand names along with a number of third party brands.
Products are distributed nationally through grocery and mass
merchandisers, convenience stores, club stores, food service outlets and
other channels. For more information, visit the company’s corporate web
site: www.snyderslance.com.

Important Information For Snyder’s-Lance, Inc.’s Investors And
Shareholders

This communication does not constitute an offer to buy or sell or the
solicitation of an offer to buy or sell any securities or a solicitation
of any vote or approval. This communication relates to a proposed
acquisition of Snyder’s-Lance, Inc. by Campbell Soup Company. In
connection with this transaction, Snyder’s-Lance will file relevant
materials with the Securities and Exchange Commission (the “SEC”).
INVESTORS AND SECURITY HOLDERS OF SNYDER’S-LANCE ARE URGED TO READ THE
PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Any definitive proxy
statement(s) (when available) will be mailed to shareholders of
Snyder’s-Lance. Investors and security holders will be able to obtain
free copies of these documents (when available) and other documents
filed with the SEC by Snyder’s-Lance through the website maintained by
the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by Snyder’s-Lance will be
available free of charge on Snyder’s-Lance’s internet website at http://ir.snyderslance.com/sec.cfm
or by contacting the Snyder’s-Lance’s Investor Relations Department by
email at [email protected]
or by phone at 704-557-8279.

Participants In The Solicitation

Snyder’s-Lance, its directors and certain of its executive officers may
be considered participants in the solicitation of proxies from
Snyder’s-Lance’s shareholders in connection with the proposed
transaction. Information about the directors and executive officers of
Snyder’s-Lance is set forth in its Annual Report on Form 10-K for the
year ended December 31, 2016, which was filed with the SEC on February
28, 2017, its proxy statement for its 2017 annual meeting of
shareholders, which was filed with the SEC on March 27, 2017, its
Quarterly Report on Form 10-Q for the quarter ended September 30, 2017,
which was filed with the SEC on November 9, 2017, and in other documents
filed with the SEC by Snyder’s-Lance and its officers and directors.

These documents can be obtained free of charge from the sources
indicated above. Additional information regarding the participants in
the proxy solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the
proxy statement and other relevant materials in connection with the
transaction to be filed with the SEC when they become available.

Snyder’s-Lance, Inc. Forward-Looking Statements

Certain statements in this communication regarding the proposed
acquisition of Snyder’s-Lance by Campbell Soup Company, including any
statements regarding the expected timetable for completing the proposed
transaction, benefits of the proposed transaction, future opportunities,
future financial performance and any other statements regarding future
expectations, beliefs, plans, objectives, financial conditions,
assumptions or future events or performance that are not historical
facts are “forward-looking” statements made within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. The words “aim,”
“anticipate,” “believe,” “could,” “ensure,” “estimate,” “expect,”
“forecasts,” “if,” “intend,” “likely” “may,” “might,” “outlook,” “plan,”
“positioned,” “potential,” “predict,” “probable,” “project,” “should,”
“strategy,” “will,” “would,” and similar expressions, and the negative
thereof, are intended to identify forward-looking statements.

All forward-looking information are subject to numerous risks and
uncertainties, many of which are beyond the control of Snyder’s-Lance,
that could cause actual results to differ materially from the results
expressed or implied by the statements. These risks and uncertainties
include, but are not limited to: failure to obtain the required vote of
Snyder’s-Lance’s shareholders; the timing to consummate the proposed
transaction; the risk that a condition to closing of the proposed
transaction may not be satisfied or that the closing of the proposed
transaction might otherwise not occur; the risk that a regulatory
approval that may be required for the proposed transaction is not
obtained or is obtained subject to conditions that are not anticipated;
the diversion of management time on transaction-related issues;
difficulties with the successful integration and realization of the
anticipated benefits or synergies from the proposed transaction; and
risk that the transaction and its announcement could have an adverse
effect on Snyder’s-Lance’s ability to retain customers and retain and
hire key personnel. Additional information concerning these and other
risk factors can be found in Snyder’s-Lance’s filings with the SEC and
available through the SEC’s Electronic Data Gathering and Analysis
Retrieval system at http://www.sec.gov,
including their most recent Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K. The foregoing list
of important factors is not exclusive. Snyder’s-Lance’s forward-looking
statements are based on assumptions that it believes to be reasonable
but that may not prove to be accurate. Snyder’s-Lance assumes no
obligation to update or revise any forward-looking statements as a
result of new information, future events or otherwise, except as may be
required by law. Readers are cautioned not to place undue reliance on
these forward-looking statements that speak only as of the date hereof.

Campbell Soup Company 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, including those regarding the acquisition of
Snyder’s-Lance, Inc., 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) changes in consumer demand for the company’s
products and favorable perception of the company’s brands; (2) the risks
associated with trade and consumer acceptance of product improvements,
shelving initiatives, new products and pricing and promotional
strategies; (3) the impact of strong competitive responses to the
company’s efforts to leverage its brand power with product innovation,
promotional programs and new advertising; (4) changing inventory
management practices by certain of the company’s key customers; (5) a
changing customer landscape, with value and e-commerce retailers
expanding their market presence, while certain of the company’s key
customers continue to increase their significance to the company’s
business; (6) the company’s ability to realize projected cost savings
and benefits from its efficiency and/or restructuring initiatives; (7)
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; (8)
product quality and safety issues, including recalls and product
liabilities; (9) the ability to complete and to realize the projected
benefits of acquisitions, divestitures and other business portfolio
changes; (10) the conditions to the completion of the Snyder’s-Lance
transaction, including obtaining Snyder’s-Lance shareholder approval,
may not be satisfied, or the regulatory approvals required for the
transaction may not be obtained on the terms expected, on the
anticipated schedule, or at all; (11) long-term financing for the
Snyder’s-Lance transaction may not be available on favorable terms, or
at all; (12) closing of the Snyder’s-Lance transaction may not occur or
may be delayed, either as a result of litigation related to the
transaction or otherwise; (13) the company may be unable to achieve the
anticipated benefits of the Snyder’s-Lance transaction; (14) completing
the Snyder’s-Lance merger may distract the company’s management from
other important matters; (15) disruptions to the company’s supply chain,
including fluctuations in the supply of and inflation in energy and raw
and packaging materials cost; (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.

1 IRI MULO through Sept. 3, 2017, for the last 52 weeks

2 IRI Market Structure 2016 and Total US MULO

Source: Campbell Soup Company

INVESTORS:
Campbell
Ken Gosnell,
856-342-6081
[email protected]
or
Snyder’s-Lance
Kevin
Powers, 704-557-8279
[email protected]
or
MEDIA:
Campbell
Thomas
Hushen, 856-342-5227
[email protected]
or
Snyder’s-Lance
Joey
Shevlin, 704-557-8850
[email protected]