Campbell Sends Letter to Shareholders
November 19 2018 - 9:20AM
Business Wire
Campbell Soup Company (NYSE:CPB) announced today it
distributed a letter to its shareholders in connection with its
2018 Annual Meeting of Shareholders, scheduled for Nov. 29,
2018.
The full text of Campbell’s letter to its shareholders
follows.
VOTE THE GOLD PROXY CARD TODAY
Dear Campbell Shareholders,
Next week, you will make an important choice about your
investment in Campbell and our future direction. We are grateful
for the time many of you have spent engaging with us and weighing
all the facts as you make this important decision.
A vote for the GOLD proxy
card and the current Campbell Board of Directors is a vote:
- FOR your highly-qualified Board
with a clear plan to stabilize the business, improve performance
and drive increased shareholder value
- FOR your Board that is open to
all other strategic options if such options can be shown to
demonstrably enhance shareholder value relative to the current
plan
- FOR your Board that is committed
to rewarding shareholders through a competitive cash dividend,
which is now $1.40 per share annually
- FOR your Board that is focused
on growing Campbell’s snacks franchise and stabilizing its U.S.
soup business
- AGAINST Third Point’s slate of
five nominees that has failed to present any new ideas to enhance
shareholder value
- AGAINST Third Point’s
ever-changing view on the right path forward for Campbell – moving
from a sale of the Company, pursuing a split, to now essentially
supporting your Board’s plan for Campbell
- AGAINST a hedge fund that only
recently became a Campbell shareholder, held material short
positions in Campbell stock for most of 2017, and has sued us in a
misguided attempt to undermine your vote and choice
We are firmly committed to maximizing value for Campbell
shareholders. We urge you to vote the GOLD proxy card to re-elect all 12
incumbent Campbell directors and protect your investment.
Thank you for your support.
Sincerely,
Keith R. McLoughlin
Interim President and Chief Executive Officer
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20181119005417/en/
INVESTORS:Ken Gosnell(856)
342-6081ken_gosnell@campbellsoup.comMEDIA:Thomas
Hushen(856) 342-5227thomas_hushen@campbellsoup.com
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