CPB Campbell Soup Co

Item 1.01. Entry into a Material Definitive Agreement

Stock and Asset Purchase Agreement

On August 1, 2019, Campbell Soup Company ( “ Campbell ” ) and Snacking Investments BidCo Pty Limited  ( “ Buyer ” ) entered into a Stock and Asset Purchase Agreement (the “ Agreement ” ) pursuant to which, among other things and subject to the satisfaction or waiver of specified conditions, Campbell will, and will cause its applicable subsidiaries (Campbell and its applicable subsidiaries, collectively, the “ Seller Parties ”) to, sell to Buyer and Buyer will purchase from the applicable Seller Parties (i) one hundred percent (100%) of the outstanding equity of an entity to be indirectly formed by Campbell prior to Closing (as defined below) that will hold all of the assets and operating businesses of Arnott’s Biscuits Holdings Pty Limited, Campbell Hong Kong Limited, and their subsidiaries (the “ Transferred Business ”) and (ii) the Transferred IP (as defined in the Agreement) and any related rights and Liabilities (as defined in the Agreement) (the “ Transaction ” ). The aggregate consideration payable by Buyer under the Agreement will be $2.2 billion, subject to customary adjustments for cash, debt, transaction expenses and working capital.

Each party to the Agreement has made customary representations and warranties. Campbell has agreed to customary covenants, including relating to the conduct of the Transferred 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 two (2) years following the Closing, Campbell has agreed to customary non-solicitation covenants which prohibit the solicitation or hiring of certain employees of the Transferred Business. Campbell has also agreed that, for a period of three (3) years following the Closing, Campbell will not engage, operate or acquire or invest in a Restricted Business, which is defined to include any company involved in the business of manufacturing or selling biscuits, crackers, cookies and other products substantially similar to those manufactured and sold by the Transferred Business (the “ Restricted Products ”), in the Restricted Area, which is defined to mean the territories where the Transferred Business manufactures or sells the Restricted Products, subject to an exception for North America, South America, Africa and Europe and other 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 Campbell a fee in the amount set forth in the Agreement, if the Agreement is validly terminated by Campbell (i) due to Buyer ’ s 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, Campbell has confirmed in writing that it is 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, the Seller Parties, or the Transferred Business. 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, the Seller Parties, or the Transferred Business 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.