Item 1.01. Entry into a Material Definitive Agreement
Stock
Purchase Agreement
On April 12, 2019, Pepperidge Farm, Incorporated (“
Seller
”), Wm. Bolthouse Farms, Inc. (the “
Company
”), Campbell Soup Company (“
Campbell
”) (solely for the purposes of Sections 2.03, 2.04, 2.07, 3.05, 6.02, 6.03, 6.06, 6.09(e), 6.10, 8.02, 8.03, 8.04, 8.07, 11.06, 11.11 and 11.15) and Generis Holdings, LP (“
Buyer
”) entered into a Stock Purchase Agreement (the “
Agreement
”)
pursuant to which, among other things and subject to the satisfaction or waiver of specified conditions, Seller will sell to Buyer and Buyer will purchase from Seller one hundred percent (100%) of the outstanding shares of capital stock of the
Company (the “
Transaction
”). The aggregate consideration payable by Buyer under the Agreement will be $510 million, subject to customary adjustments for
cash, debt, transaction expenses and working capital.
Each party to the Agreement has made customary representations and warranties. The Company has agreed to
customary covenants, including relating to the conduct of its business from the date of the Agreement until the closing of the Transaction (the “
Closing
”).
Buyer has agreed to use reasonable best efforts to obtain financing on the terms as contemplated by the debt commitment letter and equity commitment letter provided to Campbell prior to execution of the Agreement. The consummation of the
Transaction is not conditioned on Buyer obtaining such financing.
For a period of eighteen (18) months following the Closing, Campbell and Buyer have each agreed to
customary non-solicitation covenants which prohibit the solicitation or hiring of certain employees of the other party and its affiliates. Campbell has also agreed that, for a period of eighteen (18) months following the Closing, Campbell will not
engage, operate or invest in a Restricted Business, which is defined to include any company involved in the business of growing, processing, packaging or selling carrots (in any variety) and/or manufacturing, packaging or selling refrigerated
dressings, subject to customary exceptions.
Each party’s obligation to consummate the Transaction is subject to certain conditions relating to
regulatory approvals, the accuracy of the other party’s representations and warranties and the performance, in all material respects, by the other party of its obligations under the Agreement.
Under the Agreement, Buyer is obligated to pay Seller a fee in the amount set forth in the Agreement, if
the Agreement is validly terminated by Seller (i) due to Buyer’s material breach of the Agreement such that the corresponding closing condition would not be satisfied, or (ii) if all the conditions to Buyer’s obligation to consummate the
Transaction have been satisfied or waived, the Company, Seller and Campbell have confirmed in writing that they are ready, willing and able to consummate the Transaction, and Buyer fails to consummate the Transaction within two (2) business days
following the date on which the Closing should have occurred.
The foregoing description of the Agreement does not purport to be complete and is subject to, and
qualified in its entirety by reference to, the full text of the Agreement attached hereto as Exhibit 2.1, which is incorporated herein by reference.
The Agreement has been attached to provide investors and security holders with information regarding its
terms and is not intended to provide any factual information about Buyer, Campbell, Seller or the Company. The representations, warranties and covenants in the Agreement were made only for the purpose of the Agreement and solely for the benefit of
the parties to the Agreement as of specific dates. Such representations, warranties and covenants may have been made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these matters as
facts, may or may not have been accurate as of any specific date, and may be subject to important limitations and qualifications (including exceptions thereto set forth in disclosure schedules agreed to by the contracting parties) and may therefore
not be complete. The representations, warranties and covenants in the Agreement may also be subject to standards of materiality applicable to the contracting parties that may differ from those applicable to investors. Investors should not rely on
the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Buyer, Campbell, Seller or the Company or any of their respective subsidiaries or affiliates. Moreover,
information concerning the subject matter of the representations, warranties and covenants may change after the date of the Agreement, which subsequent information may or may not be fully reflected in Campbell’s or Buyer’s public disclosures.