Check the appropriate box below if the Form 8- K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging
growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 8.01. Other Events.
On February 16, 2018, in connection with
the proposed merger (the “Merger”) pursuant to the Agreement and Plan of Merger by and among Snyder’s-Lance,
Inc., a North Carolina corporation (the “Company”), Campbell Soup Company, a New Jersey corporation, and Twist Merger
Sub, Inc., a North Carolina corporation, which was previously announced on December 18, 2017, the Company issued the attached
written communication required to be filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended, a copy of
which is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
ADDITIONAL INFORMATION
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. (the “
Company
”) by Campbell Soup Company. In
connection with this transaction, the Company will file relevant materials with the Securities and Exchange Commission (the “
SEC
”).
INVESTORS AND SECURITY HOLDERS OF THE COMPANY 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 the Company. Investors and security holders will
be able to obtain free copies of these documents (when available) and other documents filed with the SEC by the Company through
the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company will be available
free of charge on the Company’s internet website at http://ir.snyderslance.com/sec.cfm or by contacting the Company’s
Investor Relations Department by email at kpowers@snyderslance.com or by phone at 704-557-8279.
PARTICIPANTS IN THE SOLICITATION
The Company, its directors and certain of its executive officers
may be considered participants in the solicitation of proxies from the Company’s shareholders in connection with the proposed
transaction. Information about the directors and executive officers of the Company 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 the Company
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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this communication regarding the proposed
acquisition of the 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 the Company, 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 the Company’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; and risk that the transaction
and its announcement could have an adverse effect on the Company’s ability to retain customers and retain and hire key personnel.
Additional information concerning these and other risk factors can be found in the Company’s filings with the SEC and available
through the SEC’s Electronic Data Gathering and Analysis Retrieval system at http://www.sec.gov, including the Company’s
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. The Company’s forward-looking statements are based on assumptions that the Company believes
to be reasonable but that may not prove to be accurate. The Company 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.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SNYDER’S- LANCE, INC.
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Date: February 16, 2018
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By:
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/s/ Gail Sharps Myers
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Gail Sharps Myers
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Senior Vice President, General Counsel and Secretary
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