- 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
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
kpowers@snyderslance.com 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
View source
version on businesswire.com: http://www.businesswire.com/news/home/20171218005483/en/
INVESTORS:CampbellKen Gosnell,
856-342-6081Ken_Gosnell@campbellsoup.comorSnyder's-LanceKevin
Powers, 704-557-8279kpowers@snyderslance.comorMEDIA:CampbellThomas Hushen,
856-342-5227Thomas_Hushen@campbellsoup.comorSnyder's-LanceJoey
Shevlin, 704-557-8850jshevlin@snyderslance.com
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