Kraft Heinz Company (The) Statement Regarding Unilever plc / Unilever NV
February 17 2017 - 8:15AM
Dow Jones News
TIDMULVR TIDM0NXM
RNS Number : 2103X
Kraft Heinz Company (The)
17 February 2017
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO, DIRECTLY OR INDIRECTLY, OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION.
Corrected: The Kraft Heinz Company Statement Regarding Unilever
plc / Unilever NV
Corrected reference to The Kraft Heinz Company
17(th) February 2017
The Kraft Heinz Company (NASDAQ: KHC) ("Kraft Heinz") notes the
recent speculation regarding a possible combination of Kraft Heinz
and Unilever plc / Unilever NV ("Unilever"). Kraft Heinz confirms
that it has made a comprehensive proposal to Unilever about
combining the two groups to create a leading consumer goods company
with a mission of long-term growth and sustainable living. While
Unilever has declined the proposal, we look forward to working to
reach agreement on the terms of a transaction. There can be no
certainty that any further formal proposal will be made to the
Board of Unilever or that an offer will be made at all or as to the
terms of any transaction.
This announcement does not constitute an announcement of a firm
intention to make an offer under Rule 2.7 of the UK City Code on
Takeovers and Mergers (the "Code"). In accordance with Rule 2.6(a)
of the Code, Kraft Heinz must, by not later than 5.00 p.m. (London
time) on 17 March 2017, either announce a firm intention to make an
offer for Unilever in accordance with Rule 2.7 of the Code or
announce that it does not intend to make an offer for Unilever in
which case the announcement will be treated as a statement to which
Rule 2.8 of the Code applies. This deadline will only be extended
with the consent of Unilever and the UK Takeover Panel in
accordance with Rule 2.6(c) of the Code.
In accordance with Rule 2.9 of the Code, Kraft Heinz discloses
that, as at the date of this announcement, it has 1,216,816,890
shares of common stock par value $0.01 each ("Kraft Heinz Stock")
in issue and traded on NASDAQ under the banner KHC. The
International Securities Identification number for the Kraft Heinz
Stock is US 5007541064
This is a press release by Kraft Heinz pursuant to the
provisions of Section 4 Paragraph 3 of the Decree on Public
Takeover Bids (Besluit Openbare Biedingen Wft) of the Netherlands
in connection with a potential voluntary public offer by Kraft
Heinz for all the issued and outstanding ordinary shares in the
capital of Unilever. This announcement does not constitute an
offer, or any solicitation of any offer, to buy or subscribe for
any securities. Any offer will be made only by means of an offer
memorandum.
A further statement will be made as appropriate.
English and Dutch versions of this press release will be posted
on www.kraftheinzcompany.com
The Kraft Heinz Company Email:
Michael Mullen (media) Michael.Mullen@kraftheinzcompany.com
Christopher Jakubik, CFA ir@kraftheinzcompany.com
investors
Lazard - Financial Adviser
to Kraft Heinz
William Rucker / Will T: 00 44 20 7187 2000
Lawes
Alexander Hecker T: 001 212 632 6000
Disclosure requirements of the UK City Code of Takeovers and
Mergers
(the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure."
This information is provided by RNS
The company news service from the London Stock Exchange
END
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February 17, 2017 08:00 ET (13:00 GMT)
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