Campbell to acquire Snyder’s-Lance

Campbell Soup Company (NYSE: CPB) and Snyder’s-Lance (NASDAQ:
LNCE) today announced that the companies have entered into an
agreement for Campbell to acquire Snyder’s-Lance for $50.00 per share in
an all-cash transaction. The purchase price represents a premium of
approximately 27 percent to Snyder’s-Lance’s closing stock price on Dec.
13, 2017, the last trading day prior to media reports regarding a
potential transaction. The acquisition, which has been approved by the
Boards of Directors of both companies, will enable Campbell to expand
its portfolio of leading snacking brands.

Snyder’s-Lance is a leading snacking company that manufactures and
markets snack food throughout the United States. The company’s portfolio
includes well-known brands such as Snyder’s of Hanover, Lance,
Kettle Brand, KETTLE chips, Cape Cod, Snack Factory
Pretzel Crisps, Pop Secret, Emerald and Late July.

Snyder’s-Lance has leading market positions in its core categories
including pretzels, sandwich crackers, kettle chips, deli snacks and
organic and natural tortilla chips.1

Acquisition and Snyder’s-Lance Highlights:
  • Combines the strengths of both organizations to drive sales growth andexpand Campbell’s footprint in the $89 billion U.S. snacking market,which had a three-year compound annual growth rate (CAGR) of nearly 3percent2
  • Snyder’s-Lance reported $2.2 billion in net sales for the trailing 12months ended Sept. 30, 2017
  • From calendar 2012-2016, Snyder’s-Lance net sales grew at an 11.5percent CAGR; organic net sales outpaced category growth with a 4 percent CAGR

The acquisition of Snyder’s-Lance will accelerate Campbell’s access to
faster-growing distribution channels including the convenience and
natural channels.

Strengthening Campbell’s Portfolio in Faster-Growing Categories

Denise Morrison, Campbell’s President and Chief Executive Officer, said,
“The acquisition of Snyder’s-Lance will accelerate Campbell’s strategy
and is in line with our Purpose, ‘real food that matters for life’s
moments.’ It will provide our consumers with an even greater variety of
better-for-you snacks. The combination of Snyder’s-Lance brands with
Pepperidge Farm, Arnott’s and Kelsen will create a diversified snacking
leader, drive sales growth and create value for shareholders. This
acquisition will dramatically transform Campbell, shifting our center of
gravity and further diversifying our portfolio into the faster-growing
snacking category. We look forward to welcoming Snyder’s-Lance’s
employees and their trusted family of leading brands to our company.”

Campbell’s baked snacks product portfolio generated approximately $2.5
billion in net sales in fiscal 2017. With the addition of
Snyder’s-Lance’s complementary portfolio, snacking would represent
approximately 46 percent of Campbell’s annual net sales (previously 31
percent) on a pro forma basis. Campbell’s soup portfolio, including the
recent acquisition of Pacific Foods, would represent approximately 27
percent of the company’s annual net sales.

Brian J. Driscoll, President and Chief Executive Officer of
Snyder’s-Lance, said, “Following a thorough review process of strategic
options, we believe this transaction maximizes value for our
shareholders through an immediate and certain cash premium. The
transaction also unlocks the value of our portfolio, reflecting the
progress we have made planning and executing our transformation. We are
excited to join Campbell and to continue to provide great products to
our consumers with an uncompromising focus on ingredients, quality and

Creating a Snacking Leader
Snyder’s-Lance will become part of Campbell’s Global Biscuits and Snacks
division, which includes the company’s Pepperidge Farm, Arnott’s and
Kelsen businesses, and the simple meals and shelf-stable beverages
business in Australia, Asia Pacific and Latin America. The division is
led by Luca Mignini, President. The division will combine
Snyder’s-Lance’s portfolio with Campbell’s iconic snacking brands
including Goldfish crackers, Tim Tam biscuits, Milano
cookies and Kjeldsens butter cookies.

Mignini said, “Campbell’s expertise in brand-building, R&D, and supply
chain and operations, coupled with Snyder’s-Lance’s well-known
portfolio, distribution system and history of strong sales growth, will
allow us to create a differentiated, branded snacking business with
greater scale. The combined portfolio will be even more relevant to
consumers who are increasingly seeking better-for-you snacks.”
Headquartered in Charlotte, N.C., Snyder’s-Lance has approximately 6,000
employees and operates 13 manufacturing centers throughout the United
States and United Kingdom.

Approvals and Financing
Campbell plans to finance the acquisition through $6.2 billion of debt
comprising a combination of long-term and short-term debt. Pro forma
leverage is expected to be 4.8x at closing, and the company is committed
to deleveraging to approximately 3x by fiscal 2022. Campbell will
suspend share repurchases to maximize free cash flow for the purposes of
paying down debt. Campbell also expects to maintain its current dividend

The closing of the transaction is subject to the approval of
Snyder’s-Lance shareholders, as well as customary regulatory approvals
and other closing conditions. Certain members of the Warehime family,
who collectively own 13.2 percent of Snyder’s-Lance’s outstanding common
stock, have agreed to vote their shares in support of the transaction.
Closing is expected by early second quarter of calendar 2018. Campbell
expects the acquisition to be accretive to adjusted EPS in fiscal 2019,
excluding integration costs and costs to achieve synergies.

Credit Suisse acted as lead financial adviser to Campbell in this
transaction. Rothschild also acted as a financial adviser to Campbell.
Weil, Gotshal & Manges LLP acted as Campbell’s legal counsel. Goldman
Sachs & Co. LLC acted as lead financial adviser to Snyder’s-Lance.
Deutsche Bank has also acted as long-time financial adviser to
Snyder’s-Lance. Jenner & Block LLP acted as legal counsel to

Reshaping Campbell’s Portfolio
This is Campbell’s sixth acquisition in five years. The company acquired
Bolthouse Farms in August 2012, organic baby food company Plum in June
2013, biscuit company Kelsen in August 2013, fresh salsa and hummus
maker Garden Fresh Gourmet in June 2015, and organic broth and soup
producer Pacific Foods in December 2017.

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 and Pacific Foods.
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 & Poor’s 500 and the Dow Jones Sustainability Indexes.

About Snyder’s-Lance
Snyder’s-Lance, Inc., headquartered in Charlotte, NC, manufactures and
markets snack foods throughout the United States and
internationally. Snyder’s-Lance’s products include pretzels, sandwich
crackers, pretzel crackers, potato chips, cookies, tortilla chips,
restaurant style crackers, popcorn, nuts and other snacks. Products are
sold under the Snyder’s of Hanover®, Lance®,
Kettle Brand®, KETTLE® Chips, Cape Cod®, Snack
Factory® Pretzel Crisps®, Pop Secret®,
Emerald®, Late July®, Krunchers! ®,
Tom’s®, Archway®, Jays®, Stella D’oro®,
Eatsmart Snacks™, O-Ke-Doke®, Metcalfe’s skinny®,
and other brand names along with a number of third party brands.
Products are distributed nationally through grocery and mass
merchandisers, convenience stores, club stores, food service outlets and
other channels.

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