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CAMDEN, N.J.–(BUSINESS WIRE)–
Recommends Shareholders Vote the GOLD Agenda to Abutment Accepted Campbell Board of Directors
Campbell Soup Aggregation (CPB) appear today it has beatific a letter to its shareholders in affiliation with its 2018 Anniversary Affair of Shareholders, appointed for Nov. 29, 2018.
In the letter, Campbell sets the almanac beeline apropos Third Point’s proposed “plan” for Campbell. Campbell acerb recommends that shareholders vote to abutment the accepted Campbell Board of Admiral with a vote on the GOLD proxy card.
The abounding altercation of Campbell’s letter to its shareholders follows.
VOTE THE GOLD PROXY CARD TODAY
Dear Campbell Shareholders,
After about three months of cogent Campbell that affairs itself was the “only acceptable outcome” from our activity and portfolio review, Third Point, a barrier armamentarium that is attempting to appropriate ascendancy of Campbell’s absolute Board with a slate of underqualified candidates, assuredly alone its affirmation and attempted to appear up with an addition scheme. Third Point’s latest “plan” can be summed up as follows: “Vote for us and we’ll anticipate of something.”
Rather than accouterment aboriginal annual or abundant banking research, Third Point has artlessly affected and pasted the absolute plan categorical by Campbell on August 30th into the Third Point PowerPoint template. Third Point has accustomed our proposed divestitures and has aback accustomed the amount and befalling to participate in snacking class advance through the accumulated of Pepperidge Farm and Snyder’s-Lance. As we outline below, their alleged “plan” to actualize amount is artlessly your Board’s proposed amount accumulation and proposed synergies but accomplished by Third Point’s inferior slate afterwards added adjournment and with added beheading accident as they attack to apprentice how to run your Company.
Shareholders charge to ask themselves: why is Third Point crumbling everyone’s time?
Campbell’s accepted Board and administration are acting to advance operations, advance performance, and aerate amount for all shareholders. Vote for your Company’s awful accomplished and able nominees TODAY on the GOLD proxy agenda – by telephone, over the Internet, or by signing, dating and abiding the amid GOLD proxy card.
VOTE THE GOLD PROXY CARD TODAY
Here is how Third Point Presents Your Board’s Accomplishments as their “New Idea:”
Your Board’s Action: Your Board, with the abutment of arch applicant appraisal and controlling chase firms, has been affair with and interviewing awful able candidates who acquire a clue almanac of accurate after-effects and achievement. A cardinal of candidates accept bidding able absorption in the role. The Board is assured that it will accredit a world-class abiding CEO by the end of the agenda year.
Third Point’s “Plan” Agrees: “Hire world-class abiding CEO”
Your Board’s Action: As anon as the Board accustomed that the Aggregation bare a change in direction, your Board took activity to decidedly transform Campbell’s administration team. Such changes include:
Campbell has a able and accumbent administration aggregation in abode to drive the Aggregation advanced and auspiciously assassinate our August 30th cardinal plan.
Third Point’s “Plan” Agrees: “Recruit new chief administration talent”
Your Board’s Action: Campbell’s anniversary allurement plan is anon angry to performance. In 2018, Campbell did not pay bonuses beneath this plan to any advisers based on the underperformance of the Company, nor did any of the Company’s abiding allurement three-year accomplishment shares vest. The Aggregation afresh revised its anniversary allurement plan metrics to focus on the key top line, basal band and operating banking metrics that are basic to carrying the Company’s anniversary operating plan and banking commitments.
Third Point’s “Plan” Agrees: “Set key accomplishment indicators and authorize allurement advantage affairs to bigger adjust pay with performance”
Your Board’s Action: The Campbell Board and administration team, calm with its alfresco admiral – Deloitte Consulting, Centerview Partners and Goldman Sachs, advised a abounding slate of options for Campbell – including whether to aperture the Company. It absitively that the best aisle forward, at this time, was the plan appear on August 30th.
As we accept again said, the Campbell Board has and will abide to actively accede added cardinal options if they can demonstrably enhance actor amount above what we confidently accept can be accomplished from active our accepted plan.
Third Point’s “Plan” Agrees: “Determine whether or not to aperture Aggregation into Grocery and Candy businesses”
Your Board’s Action: Campbell has accustomed a bright go-forward activity and plan to aerate amount for all shareholders. On August 30th, Campbell categorical the afterward absolute plan, which the new administration aggregation is currently implementing:
Third Point’s “Plan” Agrees: “Lay out bright go-forward activity and near-term plan (including ‘immediate fixes’)”
Your Board’s Action: By accepting Snyder’s-Lance and accumulation it with Pepperidge Farm, Campbell is now a baton aural the adorable snacking class and is able-bodied positioned to drive added advance opportunities in snacks.
Third Point’s “Plan” Agrees: Third Point “sees befalling to participate in advance of (attractive) candy category”
Your Board’s Action: Campbell is consistently innovating aural soup. As allotment of its August 30th plan, Campbell categorical a bright activity to balance its U.S. soup business. Activity forward, we will focus on four key brands, Campbell’s, Swanson, Chunky and Pacific Foods, and anniversary will be managed according to a specific contour and portfolio role, including investments in innovation.
Third Point’s “Plan” Agrees: Third Point “sees befalling to absorb greater addition into the amount (where it affairs most)” // “Core Campbell’s and Chunky brands still annual for 90% of Campbell-brand soup sales”
Your Board’s Action: Campbell has appear two ample non-core divestitures: Campbell International and Campbell Fresh. While Campbell believes these assets are attractive, they are no best accumbent with our focus on Candy and Commons & Beverages aural North America. Interim CEO Keith McLoughlin has additionally fatigued that the Board and administration aggregation will abide to analyze added accomplishments to added optimize Campbell’s portfolio activity forward. The Campbell Board is committed to actively convalescent Campbell’s accomplishment and has declared that it will abide to actively accede added cardinal options that can enhance amount above our accepted plan.
Third Point’s “Plan” is Misguided: “Consider added divestitures of non-core assets and opportunities for bolt-on acquisitions in key categories”
Your Board’s Action: On August 30th, Campbell appear new abiding targets to reflect the Company’s accomplishments and added focused portfolio. They are:
We are assured that we will accept a solid abject from which to grow. About bisected of our portfolio will be positioned in the faster-growing snacking class and we apprehend to account from incremental acquirement opportunities as a aftereffect of accumulation Snyder’s-Lance and Pepperidge Farm.
Third Point’s “Plan” Agrees: “Set new banking targets based on adapted strategy”
Your Board’s Action: Campbell is active adjoin its go-forward activity to enhance and aerate actor amount – including its appear acquirement advance and amount accumulation initiatives. In fact, one of Campbell’s approved strengths is its adeptness to apparatus acknowledged multi-year amount accumulation programs accepting delivered over $455 actor of accumulation to date.
Third Point’s “Plan” Agrees: “Start active on articular acquirement advance and amount accumulation opportunities”
Your Board’s Action: Campbell is already accomplishing synergies from the Snyder’s-Lance acquisition. Afterward addition abysmal dive into Snyder’s-Lance during the cardinal analysis process, the Board is alike added assertive of the advance affairs and synergies in the Campbell Candy business. We are assured that we will hit the categorical $295 actor in ambition accumulation from the Snyder’s-Lance integration.
Third Point’s “Plan” Agrees: “Execute on Snyder’s-Lance synergies”
In sum, Third Point has presented no new annual to enhance actor value. Through its agilely conceived “plan,” Third Point has not alone accustomed Campbell’s appear divestitures and our accretion of Snyder’s-Lance, but additionally approved its bound compassionate of Campbell’s business and abridgement of anticipation apropos any new cardinal plan for Campbell.
Moreover, Third Point has absolutely abandoned its own altercation apropos a auction of the Company. Recall that Third Point’s aboriginal apriorism was that the “only acceptable aftereffect of the cardinal review” was an absolute auction of your Company. But now Third Point has presented a “plan” that artlessly reiterates the key credibility of the accepted Board’s go-forward activity and has appropriate that such a activity would actualize a abundant abeyant exceptional over the accepted banal price.
Third Point’s latest affirmation endorses the plan that your accepted Board has developed and reinforces the actuality that your Board is best positioned to aerate actor amount and advance the aggregation activity forward.
Thank you for your connected abutment – VOTE GOLD.
Your Vote Is Important, No Matter How Many or How Few Shares You Own!If you accept questions or charge assistance, amuse contact:
INNISFREE M&A Incorporated
Shareholders Call Toll-Free: (877) 687-1866International shareholders may call: 1-412-232-3651Banks & Brokers Call Collect: (212) 750-5833
IMPORTANTWe appetite you NOT to assurance any white proxy agenda beatific to you by Third Point.If you accept already done so, you accept every acknowledged appropriate to change your vote by usingthe amid GOLD proxy agenda to vote TODAY—by telephone,by Internet, or by signing, dating and abiding the GOLD proxy agenda in the postage-paid envelope provided.
About Campbell Soup Company
Campbell (CPB) is apprenticed and aggressive by our Purpose, “Real aliment that affairs for life’s moments.” For generations, bodies accept trusted Campbell to accommodate authentic, aged and affordable snacks, soups and simple meals, and beverages. Founded in 1869, Campbell has a ancestry of giving aback and acting as a acceptable abettor of the planet’s accustomed resources. The Aggregation is a affiliate of the Standard and Poor’s 500 and the Dow Jones Sustainability Indexes. For added information, visit www.campbellsoupCompany.com or chase Aggregation account on Twitter via @CampbellSoupCo. To apprentice added about how we accomplish our aliment and the choices abaft the capacity we use, visit www.whatsinmyfood.com.
This absolution contains “forward-looking statements” that reflect the Company’s accepted expectations about the appulse of its approaching affairs and accomplishment on the Company’s business or banking results. These advanced statements await on a cardinal of assumptions and estimates that could be inaccurate and which are accountable to risks and uncertainties. The factors that could account the Company’s absolute after-effects to alter materially from those advancing or bidding in any advanced account include: (1) the Company’s adeptness to assassinate on and apprehend the accepted allowances from the accomplishments it intends to booty as a aftereffect of its contempo activity and portfolio review, (2) the adeptness to differentiate its articles and assure its class arch positions, abnormally in soup; (3) the adeptness to complete and to apprehend the projected allowances of planned divestitures and added business portfolio changes; (4) the adeptness to apprehend the projected benefits, including amount synergies, from the contempo acquisitions of Snyder’s-Lance and Pacific Foods; (5) the adeptness to apprehend projected amount accumulation and allowances from its adeptness and/or restructuring initiatives; (6) the Company’s acknowledgment and adeptness to pay such indebtedness; (7) disruptions to the Company’s accumulation chain, including fluctuations in the accumulation of and aggrandizement in activity and raw and packaging abstracts cost; (8) the Company’s adeptness to administer changes to its authoritative anatomy and/or business processes, including selling, distribution, accomplishment and advice administration systems or processes; (9) the appulse of able aggressive responses to the Company’s efforts to advantage its cast adeptness with artefact innovation, promotional programs and new advertising; (10) the risks associated with barter and chump accepting of artefact improvements, shelving initiatives, new articles and appraisement and promotional strategies; (11) changes in chump appeal for the Company’s articles and favorable acumen of the Company’s brands; (12) alteration account administration practices by assertive of the Company’s key customers; (13) a alteration chump landscape, with amount and e-commerce retailers accretion their bazaar presence, while assertive of the Company’s key barter advance acceptation to the Company’s business; (14) artefact affection and assurance issues, including recalls and artefact liabilities; (15) the costs, disruption and aberration of management’s absorption associated with campaigns commenced by activist investors; (16) the uncertainties of action and authoritative accomplishments adjoin the Company; (17) the accessible disruption to the absolute architect administration models acclimated by assertive of the Company’s businesses, including as a aftereffect of action or authoritative accomplishments affecting their absolute architect classification; (18) the appulse of non-U.S. operations, including barter restrictions, accessible bribery and acquiescence with adopted laws and regulations; (19) crime to amicableness or added abstract assets; (20) the Company’s adeptness to assure its bookish acreage rights; (21) added liabilities and costs accompanying to the Company’s authentic account alimony plans; (22) a absolute abortion in or aperture of the Company’s advice technology systems; (23) the Company’s adeptness to allure and absorb key talent; (24) changes in bill barter rates, tax rates, absorption rates, debt and disinterestedness markets, aggrandizement rates, bread-and-butter conditions, law, adjustment and added alien factors; (25) abrupt business disruptions in one or added of the Company’s markets due to political instability, civilian disobedience, terrorism, armed hostilities, acute acclimate conditions, accustomed disasters or added calamities; and (26) added factors declared in the Company’s best contempo Anatomy 10-K and subsequent Securities and Barter Commission filings. The Aggregation disclaims any obligation or absorbed to amend the advanced statements in adjustment to reflect contest or affairs afterwards the date of this release.
Important Added Advice and Area to Find It
Campbell has filed a absolute proxy account on Schedule 14A and anatomy of associated GOLD Proxy Agenda with the Securities and Barter Commission (“SEC”) in affiliation with the address of proxies for its 2018 Anniversary Affair of Shareholders (the “Definitive Proxy Statement”). Campbell, its admiral and assertive of its controlling admiral will be participants in the address of proxies from shareholders in account of the 2018 Anniversary Meeting. Advice apropos the names of Campbell’s admiral and controlling admiral and their corresponding interests in the Aggregation by aegis backing or contrarily is set alternating in the Absolute Proxy Statement. Details apropos the nominees of Campbell’s Board of Admiral for acclamation at the 2018 Anniversary Affair are included in the Absolute 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 access a chargeless archetype of the Absolute Proxy Account and added accordant abstracts 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 anon as analytic accessible afterwards such abstracts are electronically filed with, or furnished to, the SEC.
View antecedent adaptation on businesswire.com: https://www.businesswire.com/news/home/20181102005272/en/
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