Campbell Soup Company (NYSE: CPB) and Sovos Brands,
Inc. (NASDAQ: SOVO) today announced that both companies have
certified substantial compliance with the Request for Additional
Information and Documentary Materials ("Second Request") issued by
the Federal Trade Commission (FTC) regarding Campbell’s proposed
acquisition of Sovos Brands.
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the full release here:
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The certification of substantial compliance triggers the start
of a 30-day waiting period which is expected to expire on March 11,
2024, after which the sale can be finalized. Subject to the
satisfaction or waiver of customary closing conditions, the
companies expect to complete the transaction within days of the
March 11, 2024 expiration date.
“We’re excited to be one step closer to completing the
acquisition and welcoming the talented Sovos Brands employees to
Campbell’s team,” said Campbell’s President and CEO Mark Clouse.
“The Sovos Brands portfolio strengthens our Meals & Beverages
division, and paired with our fast-growing Snacks division, will
create one of the best portfolios in the industry and make Campbell
one of the most dependable, growth-oriented names in food.”
“We are delighted to reach this critically important milestone
in the completion of the acquisition. We remain highly confident in
Campbell’s ability to continue bringing our products to more
households and further building on our track record as one of the
fastest growing food companies of scale in the United States,”
commented Todd Lachman, Founder and Chief Executive Officer of
Sovos Brands, Inc.
About Campbell
For more than 150 years, Campbell (NYSE:CPB) has been connecting
people through food they love. Generations of consumers have
trusted us to provide delicious and affordable food and beverages.
Headquartered in Camden, N.J. since 1869, the company generated
fiscal 2023 net sales of $9.4 billion. Our portfolio includes
iconic brands such as Campbell’s, Cape Cod, Goldfish, Kettle Brand,
Lance, Late July, Milano, Pace, Pacific Foods, Pepperidge Farm,
Prego, Snyder’s of Hanover, Swanson and V8. Campbell has a heritage
of giving back and acting as a good steward of the environment. The
company is a member of the Standard & Poor's 500 as well as the
FTSE4Good and Bloomberg Gender-Equality Indices. For more
information, visit www.campbellsoupcompany.com.
About Sovos Brands, Inc.
Sovos Brands, Inc. is a consumer-packaged food company focused
on building disruptive growth brands that bring today’s consumers
great tasting food that fits the way they live. The company’s
product offerings include a variety of pasta sauces, dry pasta,
soups, frozen entrées, frozen pizza and yogurts, all of which are
sold in North America under the brand names Rao’s, Michael Angelo’s
and noosa. All Sovos Brands’ products are built with authenticity
at their core, providing consumers with one-of-a-kind food
experiences that are genuine, delicious, and unforgettable. The
company is headquartered in Louisville, Colorado. For more
information on Sovos Brands and its products, please visit
www.sovosbrands.com.
Forward-Looking Statements
Certain statements in this press release regarding the proposed
transaction, 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,” “target,” “will,” “would,” and
similar expressions, and the negative thereof, are intended to
identify forward-looking statements.
All forward-looking information is subject to numerous risks and
uncertainties, many of which are beyond the control of Sovos Brands
or Campbell, 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:
- the conditions to the completion of the proposed transaction
may not be satisfied or that the closing of the proposed
transaction might otherwise not occur;
- the timing to consummate the proposed transaction;
- long-term financing for the proposed transaction may not be
obtained by Campbell on favorable terms, or at all;
- the risk that the cost savings and any other synergies from the
proposed transaction may not be fully realized by Campbell or may
take longer or cost more to be realized than expected, including
that the Sovos Brands transaction may not be accretive to Campbell
within the expected timeframe or the extent anticipated;
- completing the proposed transaction may distract the management
of Campbell and Sovos Brands from other important matters;
- the risks related to the availability of, and cost inflation
in, supply chain inputs, including labor, raw materials,
commodities, packaging and transportation;
- the pendency of the proposed transaction may have an adverse
impact on the ability of Sovos Brands to retain third-party
relationships and related talent;
- Campbell’s ability to execute on and realize the expected
benefits from its strategy, including growing sales in snacks and
growing/maintaining its market share position in soup;
- the impact of strong competitive responses to Campbell’s
efforts to leverage its brand power with product innovation,
promotional programs and new advertising; the risks associated with
trade and consumer acceptance of product improvements, shelving
initiatives, new products and pricing and promotional
strategies;
- the ability to realize projected cost savings and benefits from
cost savings initiatives and the integration of recent
acquisitions;
- disruptions in or inefficiencies to Campbell’s or Sovos Brands’
supply chain and/or operations, including reliance on key supplier
relationships;
- the risks related to the effectiveness of Campbell’s hedging
activities and Campbell’s ability to respond to volatility in
commodity prices;
- Campbell’s ability to manage changes to its organizational
structure and/or business processes, including selling,
distribution, manufacturing and information management systems or
processes; changes in consumer demand for Campbell’s and Sovos
Brands’ products and favorable perception of such brands;
- changing inventory management practices by certain of
Campbell’s and Sovos Brands’ key customers;
- a changing customer landscape, with value and e-commerce
retailers expanding their market presence, while certain of the
Campbell’s key customers maintain significance to Campbell’s
business; product quality and safety issues, including recalls and
product liabilities;
- the possible disruption to the independent contractor
distribution models used by certain of Campbell’s businesses,
including as a result of litigation or regulatory actions affecting
their independent contractor classification;
- the uncertainties of litigation and regulatory actions against
Campbell’s or Sovos Brands;
- the costs, disruption and diversion of management’s attention
associated with activist investors;
- a disruption, failure or security breach of Campbell’s,
Campbell’s vendors', Sovos Brands’ or Sovos Brands’ vendors
information technology systems, including ransomware attacks;
- impairment to goodwill or other intangible assets;
- Campbell’s and Sovos Brands’ ability to protect their
respective intellectual property rights;
- increased liabilities and costs related to Campbell’s defined
benefit pension plans;
- Campbell’s and Sovos Brands’ ability to attract and retain key
talent and other employees, which might require Campbell or Sovos
Brands to use more expensive or less effective resources to support
their respective businesses;
- goals and initiatives related to, and the impacts of, climate
change, including weather-related events;
- negative changes and volatility in financial and credit
markets,
- deteriorating economic conditions and other external factors,
including changes in laws and regulations; and
- unforeseen business disruptions or other impacts due to
political instability, civil disobedience, terrorism, armed
hostilities (including the ongoing conflict between Russia and
Ukraine and in Israel and Gaza), extreme weather conditions,
natural disasters, other pandemics or other calamities
Additional information concerning these and other risk factors
can be found in Campbell’s and Sovos Brands filings with the SEC
and available through the SEC’s Electronic Data Gathering and
Analysis Retrieval system at http://www.sec.gov, including
Campbell’s and Sovos Brands' most recent Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K.
The discussion of uncertainties is by no means exhaustive but is
designed to highlight important factors that may impact the outlook
of Campbell and Sovos Brands. Campbell and Sovos Brands each
disclaim any obligation or intent to update the forward-looking
statements in order to reflect events or circumstances after the
date of this release except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20240213296929/en/
Campbell Soup Company
Investors Rebecca_gardy@campbells.com
Media James_Regan@campbells.com
Sovos Brands, Inc.
Investors Joshua Levine IR@sovosbrands.com
Media Lauren Armstrong media@sovosbrands.com
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