Campbell Soup Company Recommends Shareholders Reject “Mini-Tender” Offer by Ponos Capital LLC
July 16 2018 - 4:15PM
Business Wire
Campbell Soup Company (NYSE:CPB) today announced that it
received notice of an unsolicited "mini-tender" offer by Ponos
Capital LLC (Ponos Capital) to purchase up to 5,952,381 shares of
Campbell capital stock, which represents approximately 1.98% of the
common shares outstanding, at a price of $42.00 per share in
cash.
Please be aware that shareholders are not required to respond to
Ponos Capital’s offer. Campbell does not endorse Ponos Capital’s
unsolicited mini-tender offer and recommends that Campbell
shareholders do not tender their shares in the offer. Ponos Capital
has included in the terms of its offer a condition that the closing
price of Campbell’s shares on the New York Stock Exchange on the
last trading day prior to the expiration of the offer must exceed
the $42.00 offer price. As a result, unless Ponos Capital decides
to waive this condition, Campbell shareholders who tender their
shares in the offer would receive a below market price for
Campbell’s shares through the tender offer. The mini-tender offer
is subject to numerous other conditions, including that Ponos
Capital needs to obtain financing for the offer. There is no
assurance that the conditions to the offer will be satisfied.
Campbell shareholders are cautioned that Ponos Capital can extend
the offer and delay payment beyond the currently scheduled
expiration date of August 10, 2018. Campbell is not associated with
Ponos Capital, its mini-tender offer or the mini-tender offer
documentation.
Mini-tender offers seek to acquire less than 5 percent of a
company's shares outstanding. Consequently, they can avoid many
disclosure and procedural requirements of U.S. Securities and
Exchange Commission (SEC) rules that apply to offers for more than
5 percent of a company's shares outstanding.
The SEC has cautioned investors about mini-tender offers,
stating that mini-tender offers “have been increasingly used to
catch investors off guard,” and that investors “may end up selling
their securities at below-market prices.” The SEC's guidance to
investors on mini-tender offers is available at
https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html.
Shareholders should obtain current market quotations for their
shares, consult with their broker or financial advisor, and
exercise caution with respect to Ponos Capital's mini-tender offer.
Campbell recommends that shareholders who have not responded to
Ponos Capital’s offer take no action. Shareholders who have already
tendered their shares may withdraw them at any time prior to 5:00
p.m. EDT on August 10, according to Ponos Capital's offering
documents. Ponos Capital may extend the offering period at its
discretion.
Campbell encourages brokers and dealers, as well as other market
participants, to review the SEC's letter regarding broker-dealer
mini-tender offer dissemination and disclosure available at
https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Campbell requests that a copy of this news release be included
with all distributions of materials relating to Ponos Capital's
mini-tender offer related to shares of Campbell's common stock.
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, Pacific Foods, Snyder's of Hanover, Lance, Kettle Brand,
KETTLE Chips, Cape Cod, Snack Factory Pretzel Crisps, Pop Secret,
Emerald, Late July and other brand names. 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.
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Campbell Soup CompanyINVESTOR
CONTACT:Ken Gosnell,
856-342-6081ken_gosnell@campbellsoup.comorMEDIA CONTACT:Thomas Hushen,
856-342-5227thomas_hushen@campbellsoup.com
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