BUFF Blue Buffalo Pet Products, Inc. (delisted)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

Blue Buffalo Pet Products, Inc.

(Name of Registrant as Specified in Its Charter)

PRELIMINARY COPY — SUBJECT TO COMPLETION

Blue Buffalo Pet Products, Inc.

11 River Road

Wilton, Connecticut 06897

NOTICE OF WRITTEN CONSENT AND APPRAISAL RIGHTS

AND

INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY.

To our Stockholders:

This notice of written consent and appraisal rights and information statement is being furnished to the holders of common stock, par value $0.01 per share (the “Company Common Stock”) of Blue Buffalo Pet Products, Inc. (the “Company”), in connection with the Agreement and Plan of Merger, dated as of February 22, 2018, by and among General Mills, Inc., a Delaware corporation (“Buyer”), Bravo Merger Corp., a Delaware corporation and wholly-owned subsidiary of Buyer (“Merger Sub”), and the Company (the “Merger Agreement”), a copy of which is attached as Annex A to this information statement. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company with the Company surviving such merger as a wholly-owned subsidiary of Buyer (the “Merger”). Upon completion of the Merger, each share of Company Common Stock, issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) will be canceled and converted automatically into the right to receive $40.00 in cash, without interest and after giving effect to any required withholding taxes (the “Merger Consideration”). However, the Merger Consideration will not be paid in respect of (a) any shares of Company Common Stock held by Buyer, Merger Sub or the Company (including shares of Company Common Stock held in treasury by the Company) immediately prior to the effective time, which will automatically be cancelled and shall cease to exist without any conversion thereof and for no consideration, or shares of Company Common Stock held by any wholly-owned subsidiary of Buyer or the Company (other than Merger Sub) immediately prior to the Effective Time, which will remain outstanding without any conversion thereof and for no consideration and (b) those shares of Company Common Stock held by any person who has not voted in favor of the Merger or consented thereto in writing and who has properly exercised and perfected appraisal rights for such shares of Company Common Stock under Delaware law and not withdrawn his, her or its demand for appraisal rights.

The board of directors of the Company unanimously has (i) determined and resolved that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of the Company and the stockholders of the Company, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement be submitted to the stockholders of the Company and (iv) determined and resolved to recommend that the stockholders of the Company adopt the Merger Agreement.

The adoption of the Merger Agreement by the Company stockholders required the affirmative vote or written consent by holders of a majority of shares of Company Common Stock entitled to vote thereon. On February 22, 2018, Invus, L.P., The Bishop Family Limited Partnership, The Orca Trust and William W. Bishop, Jr. (collectively, the “Majority Stockholders”), which together on such date beneficially owned 101,294,224 shares of Company Common Stock (excluding shares of Company Common Stock held by such Majority Stockholder in street name) representing approximately 51.8% of the outstanding shares of Company Common Stock, delivered a written consent approving and adopting in all respects the Merger Agreement and the transactions contemplated thereby, including the Merger (the “Written Consent”), which Written Consent provides that it shall be of no further force or effect following termination of the Merger Agreement in accordance with its terms (including, without limitation, a termination of the Merger Agreement in connection with the Company executing a definitive agreement with a third party with respect to a superior proposal in

accordance with the Merger Agreement). As a result, no further action by any stockholder of the Company is required under applicable law or the Merger Agreement (or otherwise) to adopt the Merger Agreement, and the Company will not be soliciting your vote for or consent to the adoption of the Merger Agreement and the approval of the transactions contemplated thereby and will not call a stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement and the approval of the transactions contemplated thereby. This notice and the accompanying information statement shall constitute notice to you from the Company of the Written Consent contemplated by Section  228(e) of the General Corporation Law of the State of Delaware (the “ DGCL ” ).

Under Section 262 of the DGCL, if the Merger is completed, subject to compliance with the requirements of Section 262 of the DGCL, holders of shares of Company Common Stock, other than the Majority Stockholders, will have the right to seek an appraisal for, and be paid the “fair value” in cash of, their shares of Company Common Stock (as determined by the Delaware Court of Chancery) instead of receiving the Merger Consideration. To exercise your appraisal rights, you must submit a written demand for an appraisal no later than twenty (20) days after the mailing of this information statement, or [●], 2018, and comply precisely with other procedures set forth in Section 262 of the DGCL, which are summarized in the accompanying information statement. A copy of Section 262 of the DGCL is attached to the accompanying information statement as Annex D . This notice and the accompanying information statement shall constitute notice to you from the Company of the availability of appraisal rights under Section  262 of the DGCL in connection with the Merger.

We urge you to read the entire information statement carefully. Please do not send in your Company Common Stock certificates at this time. If the Merger is completed, you will receive instructions regarding the surrender of your Company Common Stock certificates and payment for your shares of Company Common Stock.

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the fairness of the Merger or passed upon the adequacy or accuracy of the disclosures in this notice or the accompanying information statement. Any representation to the contrary is a criminal offense.

This information statement is dated [●], 2018 and is first being mailed to stockholders on or about [●], 2018.

TABLE OF CONTENTS

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SUMMARY

This summary highlights selected information from this information statement and may not contain all of the information that is important to you. To fully understand the merger, as described below, contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 22, 2018, by and among General Mills, Inc., a Delaware corporation, (“Buyer”), Bravo Merger Corp, a Delaware corporation and wholly-owned subsidiary of Buyer (“Merger Sub”), and Blue Buffalo Pet Products, Inc., and for a more complete description of the legal terms of the Merger, you should carefully read this entire information statement, the annexes attached to this information statement and the documents referred to or incorporated by reference in this information statement. We have included page references in parentheses to direct you to the appropriate place in this information statement for a more complete description of the topics presented in this summary. In this information statement, the terms “Blue Buffalo,” “Company,” “we,” “us” and “our” refer to Blue Buffalo Pet Products, Inc. All references in this information statement to terms defined in the notice to which this information statement is attached have the meanings provided in that notice. This information statement is dated [●], 2018 and is first being mailed to our stockholders on or about [●], 2018.

The Parties to the Merger Agreement (page 16)

The Company . The Company, based in Wilton, Connecticut, is the nation’s leading natural pet food company, providing natural foods and treats for dogs and cats under its BLUE Life Protection Formula, BLUE Wilderness, BLUE Basics, BLUE Freedom and BLUE Natural Veterinary Diet lines. Paying tribute to its founding mission, the Company, through the Blue Buffalo Foundation, is a leading sponsor of pet cancer awareness and of critical research studies of pet cancer, including causes, treatments and the role of nutrition, at leading veterinary medical schools and clinics across the United States. The Company’s principal executive offices are located at 11 River Road, Wilton, Connecticut 06897 and its telephone number is (203) 762-9751. The Company’s website is www.bluebuffalo.com . Additional information about the Company is included in documents incorporated by reference into this information statement and our filings with the Securities and Exchange Commission (the “SEC”), copies of which may be obtained without charge by following the instructions in “Where You Can Find More Information” beginning on page 84.

The Company’s shares of Company Common Stock are listed with, and trade on, the NASDAQ Global Select Market (the “NASDAQ”) under the symbol “BUFF”.

Buyer . Buyer is a leading global food company that serves the world by making food people love. Its brands include Cheerios, Annie’s, Yoplait, Nature Valley, Fiber One, Häagen-Dazs, Betty Crocker, Pillsbury, Old El Paso, Wanchai Ferry, Yoki and more. Headquartered in Minneapolis, Minnesota, Buyer generated fiscal 2017 consolidated net sales of $15.6 billion, as well as another $1.0 billion from its proportionate share of joint-venture net sales. Buyer’s principal executive offices are located at 1 General Mills Boulevard, Minneapolis, Minnesota 55426 and its telephone number is (763) 764-7600. Buyer’s website is www.generalmills.com .

Shares of Buyer’s common stock are listed with, and trade on, the New York Stock Exchange (the “NYSE”) under the symbol “GIS”.

Merger Sub . Merger Sub was formed by Buyer solely for the purpose of completing the Merger with the Company. Merger Sub is a wholly-owned subsidiary of Buyer and has not carried on any activities to date, except for activities incidental to its incorporation and activities undertaken in connection with the transactions contemplated by the Merger Agreement. Merger Sub’s principal executive offices are located at c/o General Mills, Inc., 1 General Mills Boulevard, Minneapolis, Minnesota 55426 and its telephone number is (763) 764-7600.

The Merger (page 17)

On February 22, 2018, the Company entered into the Merger Agreement with Buyer and Merger Sub. Upon the terms and subject to the conditions provided in the Merger Agreement, and in accordance with Delaware law,

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at the effective time of the Merger (the “Effective Time”), Merger Sub will merge with and into the Company, with the Company surviving such merger as a wholly-owned subsidiary of Buyer (the “Merger”). Because the Merger Consideration (as defined below) will be paid in cash, you will receive no equity interest in Buyer, and after the Effective Time you will have no equity interest in the Company.

The Merger Consideration (page 55)

Upon consummation of the Merger, each share of common stock of the Company, par value $0.01 per share (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time, other than Dissenting Shares, shares held in treasury and shares owned by Buyer, Merger Sub or any other subsidiary of Buyer or the Company, will automatically be converted into the right to receive $40.00 in cash, without interest and after giving effect to any required withholding taxes (the “Merger Consideration”), upon the surrender of such shares in accordance with the Merger Agreement.

At the Effective Time, each stock option of the Company (“Option”), whether vested or unvested, that is outstanding immediately before the Effective Time will be automatically cancelled and will only entitle the holder of such Option to receive a cash payment equal to the excess, if any, of the Merger Consideration over the exercise price of such Option and each restricted stock unit of the Company (“RSU”), whether vested or unvested, that is outstanding immediately prior to the Effective Time will automatically be cancelled and will only entitle the holder of such RSU to receive an amount in cash equal to the product of (A) the total number of shares of Company Common Stock subject to the RSU multiplied by (B) the Merger Consideration. Immediately prior to the Effective Time, the holding restrictions applicable to each share of restricted stock of the Company (“Restricted Stock”) outstanding immediately prior to the Effective Time will automatically expire and each such share of Restricted Stock will be converted into the right to receive the Merger Consideration.

We encourage you to read the Merger Agreement, which is attached as Annex A to this information statement, as it is the legal document that governs the Merger and the other transactions contemplated thereby.

Reasons for the Merger (page 27)

After consideration of various factors as discussed in “The Merger — Reasons for the Merger” beginning on page 27, the board of directors of the Company (the “Board”), after consultation with its financial advisors and its legal counsel, unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, were advisable, fair to and in the best interests of the Company and its stockholders and approved the Merger Agreement, the Merger and the other transactions contemplated thereby.

Required Stockholder Approval for the Merger (page 73)

The adoption of the Merger Agreement by our stockholders required the affirmative vote or written consent of stockholders of the Company holding in the aggregate at least a majority of the outstanding shares of Company Common Stock. On February 22, 2018, following the execution of the Merger Agreement, Invus, L.P., The Bishop Family Limited Partnership, The Orca Trust and William W. Bishop, Jr. (the “Majority Stockholders”), which together on such date beneficially owned 101,294,224 shares of Company Common Stock (excluding shares of Company Common Stock held by such Majority Stockholder in street name) representing approximately 51.8% of the outstanding shares of Company Common Stock, delivered a written consent approving and adopting in all respects the Merger Agreement and the transactions contemplated thereby, including the Merger (the “Written Consent”), which Written Consent provides that it will be of no further force or effect following termination of the Merger Agreement in accordance with its terms (including, without limitation, a termination of the Merger Agreement in connection with the Company executing a definitive agreement with a third party with respect to a Superior Proposal (as defined in “The Merger Agreement — Superior Proposal” beginning on page 64 and in the Merger Agreement)). No further action by any other Company stockholder is required under applicable law or the Merger Agreement (or otherwise) in connection

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with the adoption of the Merger Agreement. As a result, the Company is not soliciting your vote for the adoption of the Merger Agreement and will not call a stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement. No action by the stockholders of Buyer is required to complete the Merger and all requisite corporate action by and on behalf of Merger Sub required to complete the Merger has been taken.

When actions are taken by written consent of less than all of the stockholders entitled to vote on a matter, Delaware law requires notice of the action to those stockholders who did not consent in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting. This information statement and the notice attached hereto constitute notice to you from the Company of the Written Consent as required by Delaware law.

Opinion of J.P. Morgan Securities LLC (page 31 and Annex B )

At the meeting of the Board on February 22, 2018, J.P. Morgan Securities LLC (“J.P. Morgan”) rendered its oral opinion to the Board that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the Merger Consideration to be paid to the holders of shares of Company Common Stock in the proposed Merger was fair, from a financial point of view, to such holders. J.P. Morgan has confirmed its February 22, 2018 oral opinion by delivering its written opinion to the Board, dated February 22, 2018, that, as of such date, the Merger Consideration to be paid to the holders of shares of Company Common Stock in the proposed Merger was fair, from a financial point of view, to such holders.

The full text of the written opinion of J.P. Morgan dated February 22, 2018, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex B to this information statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this information statement is qualified in its entirety by reference to the full text of such opinion. The Company’s stockholders are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the Board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed Merger, was directed only to the consideration to be paid in the Merger and did not address any other aspect of the Merger. J.P. Morgan expressed no opinion as to the fairness of any consideration paid in connection with the Merger to the holders of any other class of securities, creditors or other constituencies of the Company or as to the underlying decision by the Company to engage in the proposed Merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any stockholder of the Company as to whether such stockholder should consent with respect to the proposed Merger or any other matter

For a description of the opinion that the Board received from J.P. Morgan, see the section of this joint proxy statement/prospectus entitled “The Merger—Opinion of J.P. Morgan Securities LLC” and Annex B .

Opinion of Centerview Partners LLC (page 38 and Annex C )

Pursuant to an engagement letter dated February 15, 2018, the Company retained Centerview Partners LLC (“Centerview”) as financial advisor to the Board in connection with the proposed Merger and the other transactions contemplated by the Merger Agreement, which are collectively referred to as the “Transaction” throughout this section and the summary of Centerview’s opinion below under the caption “The Merger — Opinion of Centerview Partners LLC.” In connection with this engagement, the Board requested that Centerview evaluate the fairness, from a financial point of view, to the holders of shares of Company Common Stock (other than (i) shares of Company Common Stock held by Buyer, Merger Sub, the Company or any of their respective wholly owned subsidiaries (ii) Dissenting Shares, (iii) any shares of Company Common Stock held by any other affiliate of Buyer or the Company and (iv) any shares of Company Common Stock beneficially owned by Invus, L.P., The Bishop Family Limited Partnership, William W. Bishop, Jr. and The Orca Trust, which are collectively referred to as “Excluded Shares” throughout this section and the summary of Centerview’s opinion below under

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the caption “The Merger—Opinion of Centerview Partners LLC”) of the Merger Consideration proposed to be paid to such holders pursuant to the Merger Agreement. On February 22, 2018, Centerview rendered to the Board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated February 22, 2018 that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Merger Consideration proposed to be paid to the holders of shares of Company Common Stock (other than Excluded Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Centerview’s written opinion, dated February 22, 2018, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex C and is incorporated herein by reference. Centerview’s financial advisory services and opinion were provided for the information and assistance of the Board (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transaction and Centerview’s opinion addressed only the fairness, from a financial point of view, as of the date thereof, to the holders of shares of Company Common Stock (other than Excluded Shares) of the Merger Consideration to be paid to such holders pursuant to the Merger Agreement. Centerview’s opinion did not address any other term or aspect of the Merger Agreement or the Transaction and does not constitute a recommendation to any stockholder of the Company or any other person as to whether such stockholder should have executed a consent with respect to the Merger or as to how such stockholder or other person should otherwise act with respect to the Transaction or any other matter.

The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

Financing (page 47)

In connection with its entry into the Merger Agreement, Buyer has entered into a commitment letter dated February 22, 2018 (the “Commitment Letter”), with Goldman Sachs Bank USA (“GS Bank”) and Goldman Sachs Lending Partners LLC (together with GS Bank, the “Goldman Sachs Lenders”) pursuant to which and subject to the terms and conditions set forth therein, the Goldman Sachs Lenders have agreed to provide a senior unsecured bridge term loan credit facility (the “Bridge Facility”) of up to $8.5 billion in the aggregate for the purpose of providing the financing necessary to fund the consideration to be paid pursuant to the terms of the Merger Agreement, refinance certain outstanding indebtedness of the Company and pay related fees and expenses. Commitments under the Bridge Facility will be reduced in equivalent amounts upon any issuance by Buyer of equity or notes in a public offering or private placement and/or the incurrence of term loans, in each case in replacement of all or any portion of the financing pursuant to the Commitment Letter (the “Permanent Financing”) and upon other specified events prior to the consummation of the transaction. The funding of the Bridge Facility is contingent on the satisfaction of certain customary conditions. The obligations of Buyer and Merger Sub to complete the Merger are not subject to any financing condition.

The Merger Agreement (page 55 and Annex A )

Conditions to Consummation of the Merger (page 69)

The obligation of each party to consummate the Merger is subject to the satisfaction or, to the extent not prohibited by applicable law, waiver, as of the closing of the Merger, of the following conditions:

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The obligations of Buyer and Merger Sub to consummate the Merger are further subject to satisfaction or, to the extent not prohibited by applicable law, waiver, as of the closing of the Merger of, among other things, the following additional conditions:

The obligation of the Company to consummate the Merger is further subject to satisfaction or, to the extent not prohibited by applicable law, waiver, as of the closing of the Merger of, among other things, the following additional conditions:

No Solicitation (page 63)

The Merger Agreement provides that (i) the Company and its officers and directors will not and (ii) the Company will cause its affiliates and its affiliates’ directors, officers, employees and (ii) will direct and otherwise use reasonable best efforts to cause its and their other representatives not to, directly or indirectly:

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Notwithstanding anything to the contrary in the Merger Agreement, if, prior to 11:59 p.m. Eastern Time on March 24, 2018, the Company receives an unsolicited, written bona fide Acquisition Proposal, the Company, the Board and their representatives may, until the Alternative Transaction End Time (as defined in “The Merger Agreement — Superior Proposal” beginning on page 64 and in the Merger Agreement), engage in negotiations or discussions with, otherwise contact, or furnish any confidential information and reasonable access to, the third party making such Acquisition Proposal and its representatives, if and only if, the Board determines in good faith, after consultation with the Company’s outside legal counsel and financial advisors, that such Acquisition Proposal constitutes, or would reasonably be expected to lead to or result in, a Superior Proposal.

At any time prior to the Alternative Transaction End Time, if, in response to an unsolicited, written bona fide Acquisition Proposal, the Board determines in good faith (after consultation with its outside legal counsel and financial advisors), that such Acquisition Proposal constitutes a Superior Proposal and the failure to approve such Superior Proposal would reasonably be expected to be inconsistent with its fiduciary duties under applicable law, the Company may terminate the Merger Agreement, subject to certain notice provisions and Buyer’s right to renegotiate the terms of the Merger Agreement such that the Acquisition Proposal would no longer constitute a Superior Proposal and subject to the Company’s substantially concurrent payment to Buyer of the Termination Fee described below.

A more detailed description of the foregoing circumstances and other circumstances under which the Company or Buyer may terminate the Merger Agreement is provided in “The Merger Agreement” beginning on page 55.

Termination (page 70)

The Merger Agreement may be terminated at any time prior to the consummation of the Merger by the mutual written consent of Buyer and the Company.

In addition, the Merger Agreement may be terminated by either Buyer or the Company, if:

The Merger Agreement also may be terminated by Buyer if:

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The Merger Agreement also may be terminated by the Company:

The Merger Agreement also provides that Buyer could have terminated the Merger Agreement if the Written Consent had not been executed and delivered to Buyer within twenty-four (24) hours following execution of the Merger Agreement; however, this termination provision expired following delivery of the Written Consent on February 22, 2018.

Termination Fee (page 71)

The Company will pay Buyer (or its designee) a termination fee of $234 million under the following circumstances:

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A more detailed description of the Termination Fee is provided in “The Merger Agreement — Termination Fee and Expenses” beginning on page 71.

Interests of Our Directors and Executive Officers in the Merger (page 48)

You should be aware that the Company’s executive officers and directors have interests in the Merger that may be different from, or in addition to, the interests of the Company stockholders generally. The Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement. These interests are described below in “The Merger — Interests of Our Directors and Executive Officers in the Merger” beginning on page 48.

United States Federal Income Tax Consequences of the Merger (page 51)

If you are a United States Holder (as defined in “The Merger — United States Federal Income Tax Consequences of the Merger” beginning on page 51), the Merger will be a taxable transaction for U.S. federal income tax purposes. A United States Holder of shares of Company Common Stock receiving the Merger Consideration in the Merger generally will recognize capital gain or loss for United States federal income tax purposes in an amount equal to the difference between (x) the amount of cash the United States Holder receives (determined before deduction of any applicable withholding taxes) and (y) the adjusted tax basis of the surrendered shares of Company Common Stock.

If you are a Non-United States Holder (as defined in “The Merger — United States Federal Income Tax Consequences of the Merger”), the Merger will generally not be a taxable transaction to you under United States federal income tax laws unless you have certain connections to the United States.

Holders of shares of Company Common Stock should read the section entitled “The Merger — United States Federal Income Tax Consequences of the Merger” beginning on page 51 and consult their tax advisor about the United States federal, state, local and foreign tax consequences of the Merger.

Regulatory Approvals (page 53)

Under the HSR Act and related rules, certain transactions, including the Merger, may not be completed until notifications have been given and information furnished to the Antitrust Division of the United States Department of Justice (“Antitrust Division”) and the Federal Trade Commission (“FTC”) and all statutory waiting period requirements have been satisfied or early termination has been granted by the applicable agencies. On March 7, 2018, both the Company and Buyer filed their respective notification and report forms under the HSR. Early termination was granted on March 16, 2018.

Procedures for Receiving Merger Consideration (page 56)

Promptly after the Effective Time (but in no event later than two (2) business days thereafter or on the closing date of the Merger with respect to any stockholder of the Company holding five percent (5%) or more of the outstanding shares of Company Common Stock who has taken the appropriate steps required by the Merger Agreement), Buyer will provide, or will cause a paying agent to provide, to each holder of record of shares of Company Common Stock immediately prior to the Effective Time a letter of transmittal and instructions as to how to surrender such holder’s stock certificates in exchange for the Merger Consideration. Holders of uncertificated shares of Company Common Stock ( i.e. , holders whose shares are held in book-entry form) will, upon receipt by the paying agent of an “agent’s message” in customary form, be entitled to receive the Merger Consideration, as promptly as reasonably practicable after the Effective Time without any further action required on the part of those holders.

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Specific Performance (page 72)

The parties to the Merger Agreement are entitled to an injunction or injunctions to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement in the Court of Chancery of the State of Delaware and any states appellate court therefrom, or, if such courts do not have proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity.

Appraisal Rights (page 76 and Annex D )

Pursuant to Section 262 of the DGCL, holders of shares of Company Common Stock who did not consent to the adoption of the Merger Agreement, and who validly exercise (and do not withdraw or fail to perfect) appraisal rights, will be entitled to have their shares appraised by the Delaware Court of Chancery, and to receive, in lieu of the Merger Consideration, payment in cash of the “fair value” of those shares, together with interest, if any, determined by the court. The value that you may be entitled to receive in an appraisal proceeding may be less than, equal to or more than the amount of Merger Consideration. Stockholders who wish to exercise appraisal must make a written demand for appraisal on or prior to [●], 2018, which is the date that is twenty (20) days following the mailing of this information statement, and otherwise comply precisely with the procedures set forth in Section 262 of the DGCL for perfecting appraisal rights. For a summary of these procedures, see “Appraisal Rights” beginning on page 76. A copy of Section 262 of the DGCL is attached to this information statement as Annex D . If you hold your shares of Company Common Stock through a bank, brokerage firm, trust or other nominee and you wish to exercise your appraisal rights, you should consult with your bank, brokerage firm, trust or other nominee to determine the appropriate procedures for the making of a demand for appraisal by the bank, brokerage firm, trust or the other nominee.

Market Price of Our Stock (page 75)

Shares of Company Common Stock are listed on the NASDAQ under the trading symbol “BUFF”. The closing sale price of Company Common Stock on the NASDAQ on February 13, 2018, the last trading day before the publication of an article suggesting that the Company was for sale, was $33.05 and the closing sale price of Company Common Stock on the NASDAQ on February 22, 2018, which was the last trading day before we announced the Merger, was $34.12. On [●], 2018, the last practicable trading day before the date of this information statement, the closing price of Company Common Stock on the NASDAQ was $[●].

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QUESTIONS AND ANSWERS ABOUT THE MERGER

The following questions and answers are intended to briefly address commonly asked questions as they pertain to the Merger Agreement and the Merger. These questions and answers may not address all questions that may be important to you as a Company stockholder. Please refer to the “Summary” beginning on page 1 and the more detailed information contained elsewhere in this information statement, the annexes to this information statement and the documents referred to or incorporated by reference in this information statement, each of which you should read carefully. You may obtain additional information, which is incorporated by reference in this information statement, without charge by following the instructions in “Where You Can Find More Information” beginning on page 84.

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Holders of uncertificated shares of Company Common Stock ( i.e. , holders whose shares are held in book-entry form) will automatically receive the Merger Consideration as promptly as reasonably practicable after the Effective Time without any further action required on the part of those holders.

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If you are a Non-United States Holder, the Merger will generally not be a taxable transaction to you under United States federal income tax laws unless you have certain connections to the United States.

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See “The Merger — United States Federal Income Tax Consequences of the Merger” beginning on page 51 for a more detailed explanation of the tax consequences of the Merger. Tax matters can be complicated, and the tax consequences of the Merger to you will depend on your particular tax situation. We urge you to consult your tax advisor regarding the tax consequences of the Merger to you.

If you received a householded mailing and you would like to have additional copies of this information statement mailed to you, or you would like to opt out of this practice for future mailings, please submit your request to the Company by phone at (203) 665-3400 or by mail to Blue Buffalo Pet Products, Inc., 11 River Road, Wilton, Connecticut 06897. We will promptly send additional copies of this information statement upon receipt of such request.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This information statement, and the documents to which we refer you in this information statement, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, statements regarding projections as described in “The Merger — Certain Financial Projections” beginning on page 45, which are subject to the “safe harbor” created by those sections. These statements may be identified by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “would,” “seeks,” “predicts,” “intends,” “plans,” “projects,” “estimates,” “anticipates” or the negative version of these words or other comparable words.

These statements are based on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Accordingly, there are, or will be, important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. The projections by the Company’s management included in this information statement reflect assumptions and estimates by management of the Company, many of which are driven by factors beyond the control of the Company, and it can be expected that one or more of them will not materialize as expected or will vary significantly from actual results. Accordingly, you should not place undue reliance on these projections or any other forward-looking statements in this information statement, which are likewise subject to numerous uncertainties. You should read statements that contain these words carefully. They discuss our future expectations or state other forward-looking information, and may involve known and unknown risks over which we have no control. Those risks include, without limitation:

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We believe that the assumptions on which our forward-looking statements are based are reasonable. However, we cannot assure you that the actual results or developments we anticipate will be realized or, if realized, that they will have the expected effects on our business or operations. All subsequent written and oral forward-looking statements concerning the Merger or other matters addressed in this information statement and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Forward-looking statements speak only as of the date of this information statement or the date of any document incorporated by reference in this document. Except as required by applicable law or regulation, we do not undertake to release the results of any revisions of these forward-looking statements to reflect future events or circumstances.

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THE PARTIES TO THE MERGER AGREEMENT

The Company

Blue Buffalo Pet Products, Inc.

11 River Road

Wilton, Connecticut 06897

Phone: (203) 762-9751

The Company is the nation’s leading natural pet food company, providing natural foods and treats for dogs and cats under its BLUE Life Protection Formula, BLUE Wilderness, BLUE Basics, BLUE Freedom and BLUE Natural Veterinary Diet lines. Paying tribute to its founding mission, the Company, through the Blue Buffalo Foundation, is a leading sponsor of pet cancer awareness and of critical research studies of pet cancer, including causes, treatments and the role of nutrition, at leading veterinary medical schools and clinics across the United States. Additional information regarding the Company is contained in our filings with the SEC, copies of which may be obtained without charge by following the instructions in “Where You Can Find More Information” beginning on page 84.

The Company’s shares of Company Common Stock are listed with, and trade on, the NASDAQ under the symbol “BUFF”.

Buyer

General Mills, Inc.

1 General Mills Boulevard

Minneapolis, Minnesota 55426

Phone: (763) 764-7600

Buyer is a leading global food company that serves the world by making food people love. Its brands include Cheerios, Annie’s, Yoplait, Nature Valley, Fiber One, Häagen-Dazs, Betty Crocker, Pillsbury, Old El Paso, Wanchai Ferry, Yoki and more. Headquartered in Minneapolis, Minnesota, Buyer generated fiscal 2017 consolidated net sales of $15.6 billion, as well as another $1.0 billion from its proportionate share of joint-venture net sales. For more information visit Buyer’s website at www.generalmills.com .

Shares of Buyer’s common stock are listed with, and trade on, the NYSE under the symbol “GIS”.

Merger Sub

Bravo Merger Corp.

c/o General Mills, Inc.

1 General Mills Boulevard

Minneapolis, Minnesota 55426

Phone: (763) 764-7600

Merger Sub, incorporated in the state of Delaware, was formed by Buyer solely for the purpose of completing the Merger with the Company. Merger Sub is a wholly-owned subsidiary of Buyer and has not carried on any activities to date, except for activities incidental to its incorporation and activities undertaken in connection with the transactions contemplated by the Merger Agreement.

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THE MERGER

Background of the Merger

The Board regularly reviews and assesses the Company’s performance, risks, opportunities and strategy. Additionally, as part of its ongoing oversight and management of the Company’s business, from time to time the Board and the Company’s management, together with their legal and financial advisors, review and evaluate strategic opportunities and alternatives available to the Company with a view to maximizing stockholder value. Such opportunities and alternatives include, among other things, remaining as a stand-alone entity and pursuing organic growth initiatives (including the expansion of its distribution channels to include the food, drug and mass market (“FDM”) channel in the third quarter of 2017), share repurchases (including pursuant to the share repurchase program authorized in July 2017), business combinations and similar transactions.

As part of this ongoing review and evaluation, representatives of J.P. Morgan have periodically met with the Board and the Company’s management and have advised the Company with respect to such strategic opportunities and alternatives. The Company has had a longstanding relationship with J.P. Morgan and retained J.P. Morgan to act as its financial advisor in connection with the proposed merger based on, among other factors, J.P. Morgan’s overall reputation and experience as an investment banking firm, and its knowledge of the food sector and consumer packaged goods industry generally and the Company’s business and operations in particular.

From time to time prior to and since the Company’s initial public offering of shares of Company Common Stock in July 2015, various strategic parties have approached the Company regarding possible acquisitions of or other strategic transactions involving the Company. In response to such parties’ expressions of interest in a potential transaction, the Company’s management, in consultation with the Board, has generally engaged in discussions with such parties to assess such parties’ seriousness with respect to pursuing a potential transaction that would maximize stockholder value. These discussions historically either have not resulted in formal proposals for the Company to evaluate or, in certain cases, resulted in proposals that the Company concluded significantly undervalued the Company. In particular, one strategic party expressed interest in a potential acquisition of the Company on multiple occasions, including most recently in the first quarter 2016. The Company expressed receptivity to assessing any proposal but such party never submitted a proposal or further pursued discussions regarding a transaction. The Company’s understanding was that, among other things, such party was not prepared to pursue an acquisition of the Company based on such party’s view that the Company’s valuation was too high at its then trading price, which was at that time below $20 per share.

On September 21, 2017, Doug Power, the Global Head of M&A at Buyer, contacted Raymond Debbane, a member of the Board and the President and Chief Executive Officer of The Invus Group, LLC (“Invus”), the financial sponsor behind the Company since 2006, requesting a meeting to discuss the Company.

On October 5, 2017, Mr. Power met with Mr. Debbane and Evren Bilimer, another member of the Board and a Managing Director at Invus. At the meeting, Mr. Power described the business priorities of Buyer and the success Buyer had previously had expanding its brand portfolio into the organic and natural food products business with its acquisition of Annie’s, Inc. in 2014. The parties also discussed the business of the Company, Buyer’s ongoing efforts to reshape its brand portfolio and, in the context of that discussion, among other things, the concept of a potential business combination.

On October 16, 2017, Mr. Power contacted Mr. Debbane and Mr. Bilimer to request an opportunity to speak further as a follow-up to their preliminary discussion on October 5. Later that day, Mr. Debbane contacted Mr. William Bishop, Chairman of the Board, and Mr. William Bishop, Jr., Chief Executive Officer of the Company and a member of the Board (“Billy Bishop” or “Mr. Bishop”), to report on the October 5 discussions with Mr. Power and to discuss the possibility of Mr. Debbane having a further conversation with Mr. Power as per Mr. Power’s request.

On October 17, 2017, Mr. Debbane spoke with Mr. Power. Mr. Power indicated that the management of Buyer were potentially interested in evaluating a business combination between Buyer and the Company.

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Mr. Debbane indicated that Invus would be open to supporting a transaction that was in the best interest of all the Company’s stockholders and that, in his capacity as a director, he was interested in evaluating any opportunities that were value maximizing. Messrs. Power and Debbane concluded that the appropriate next step would be a discussion between the companies’ respective CEOs and agreed to work with Mr. Power to arrange such a meeting. Following the meeting Mr. Debbane contacted William Bishop and Billy Bishop to report on the discussion.

On October 19, 2017, Mr. Bishop provided a report regarding the foregoing discussions between Mr. Debbane, Mr. Bilimer and Mr. Power to the other members of the Board and also indicated that he planned to speak with representatives of J.P. Morgan, as a long-time advisor to the Company, to assist in his preparation for the planned meeting with Jeff Harmening, CEO of Buyer.

Also on October 19, Larry Miller, General Counsel of the Company, contacted the Board to schedule a special meeting following the anticipated meeting between Messrs. Bishop and Harmening so that the Board could receive a report on such meeting.

On October 27, 2017, Mr. Bishop met with Mr. Harmening. During such conversation, Mr. Harmening described the corporate culture at Buyer and Buyer’s current strategy with respect to its brand portfolio generally, and how acquisitions fit into that strategy in particular. At the end of the conversation, without mentioning any transaction terms, Mr. Harmening asked Mr. Bishop if he thought the Board would be receptive to further evaluation by Buyer of a potential acquisition of the Company. Mr. Harmening also observed that an acquisition of the Company would involve Buyer entering a new product category and, as a result, it would be important to Buyer’s interest in a transaction for key members of the Company’s management team to continue their roles following a transaction to build on the Company’s historic success, although no retention or employment arrangements were discussed. Mr. Bishop indicated that although the Company was not currently exploring a sale, he would raise the question to the Board.

Later that day on October 27, the Board convened a special meeting to receive a report on the contacts initiated by Buyer. Representatives of senior management, J.P. Morgan and Simpson Thacher & Bartlett LLP (“Simpson Thacher”), outside counsel to the Company, participated in the meeting. Messrs. Debbane and Bishop described the initial contacts with representatives of Buyer, including such representatives’ suggestion that they would be interested in evaluating a potential acquisition of the Company. Mr. Bishop further informed the Board that he was generally in “listen mode” during the October 27 meeting and that Mr. Harmening described Buyer’s business and its potential interest in evaluating a potential acquisition of the Company. Mr. Bishop also noted that Mr. Harmening had indicated the board of directors of Buyer would be meeting on November 6, 2017 and that Mr. Harmening expected to further discuss the topic of a potential business combination with the Company at such meeting. Representatives of Simpson Thacher discussed the Board’s role in the event Buyer and the Company were to explore a potential transaction, including, among other things, the Board’s fiduciary duties in connection with its review and consideration of any such potential transaction and the exploration of other strategic alternatives more generally. The representatives of J.P. Morgan also discussed with the Board market conditions generally, background information regarding Buyer, its potential reasons for exploring an acquisition of the Company and an overview of other potential acquirers of the Company. At the conclusion of the meeting, the Board determined that Mr. Bishop should convey to Buyer that the Company would be receptive to reviewing a specific proposal from Buyer.

On October 31, 2017, Mr. Bishop contacted Mr. Harmening to indicate that the Board would be receptive to reviewing a specific proposal from Buyer as it was always open to considering credible, value maximizing alternatives for the Company’s stockholders. Mr. Harmening responded that he would discuss the topic with Buyer’s board of directors at its meeting on November 6 and follow up with Mr. Bishop thereafter.

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On November 7, 2017, Mr. Harmening informed Mr. Bishop that Buyer’s board of directors was supportive of Mr. Harmening further evaluating a potential acquisition of the Company and that he would like to speak further with Mr. Bishop.

On November 10, 2017, Mr. Bishop spoke with Mr. Harmening. Mr. Harmening indicated that Buyer would need to conduct further internal analysis, which Mr. Harmening estimated would take five to six weeks, following which he would be in a position to revert to Mr. Bishop about any potential next steps. Mr. Bishop expressed again the Board’s general receptiveness to evaluating specific proposals regarding potential value-maximizing alternatives, but also reiterated that the Board would require a specific written proposal to authorize significant engagement.

On December 8, 2017, Mr. Bishop spoke again with Mr. Harmening, at Mr. Harmening’s request. Mr. Harmening reiterated Buyer’s interest in evaluating a potential transaction, noting the apparent cultural fit of the organizations and the unique strategic opportunity such an acquisition would present for Buyer. Mr. Harmening also indicated that Buyer might need to discuss certain aspects of the business of the Company in order to finalize a preliminary view on valuation. Mr. Bishop reiterated the Company’s preference that Buyer submit a preliminary proposal so that the Board could assess Buyer’s seriousness.

On December 14, 2017, the Board held a regularly scheduled meeting. At that meeting, members of management presented a number of reports to the Board regarding the ongoing stand-alone operations of the Company, including regarding (i) the Company’s financial performance for the 2017 fiscal year, (ii) the outlook for the pet food industry over the next five years and management’s preliminary plans for fiscal year 2018, (iii) the Company’s potential acquisition pipeline and (iv) ongoing legal matters. The presentation included management’s draft 5-year financial plan with respect to the Company, including the potential short- and long-term financial impacts of the Company’s base strategic initiatives, the challenging near-to-intermediate-term operational and financial risks for the Company’s strategy to expand its FDM distribution, the impact on earnings growth and earnings predictability, and the impact of such a strategy on earnings and other financial metrics. The Board also received a report on the status of the outreach by Buyer and approved sharing the draft 5-year financial plan with J.P. Morgan for use in connection with its financial analysis to provide the Board additional context and stand-alone valuation perspectives for consideration when assessing any proposal that might be submitted by Buyer.

On December 22, 2017, Mr. Bishop spoke again with Mr. Harmening at Mr. Harmening’s request. Mr. Harmening conveyed that the board of directors of Buyer was supportive of Buyer continuing to evaluate a transaction with the Company following its internal analysis. However, Mr. Harmening indicated that Buyer would need to conduct preliminary non-public due diligence on three topics so that Buyer could formulate a specific proposal: (i) the in-process expansion of the Company’s distribution channels, especially with respect to FDM, (ii) the Company’s financial projections and (iii) potential synergies. Mr. Bishop indicated that he would consider this request and speak with Mr. Harmening again the following week. Mr. Harmening also noted that Buyer would be willing to enter into a customary non-disclosure agreement to facilitate the foregoing due diligence.

Later that day on December 22, William Bishop, Billy Bishop, Mr. Debbane, Aflalo Guimarães, a member of the Board and a Managing Director at Invus, and Mr. Bilimer participated in a conference call with representatives of senior management, J.P. Morgan and Simpson Thacher to discuss the message conveyed by Mr. Harmening to Mr. Bishop and Buyer’s requests for additional information. The members of the Board present also discussed the merits of sharing some threshold non-public information with Buyer pursuant to a customary confidentiality agreement.

On December 27, 2017, Mr. Bishop spoke again with Mr. Harmening and tentatively agreed to a meeting in early January to discuss the specific topics Mr. Harmening had previously outlined, subject to the execution of a satisfactory non-disclosure agreement. The Company provided a draft of a non-disclosure agreement to Buyer later that day.

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On January 2, 2018 the Company and Buyer executed a non-disclosure agreement. Such non-disclosure agreement included a standstill provision, the key provisions of which would automatically expire upon the Company entering into a definitive agreement relating to certain extraordinary transactions, and a prohibition on Buyer contacting financing sources (with the exception of one permitted financing source requested by Buyer to assist in its evaluation of the pricing and structure of its necessary financing to inform its formulation of a proposal) without the Company’s prior approval.

On January 8, 2018, Messrs. Bishop, Miller and Bilimer met with Mr. Harmening, Donal Mulligan, Chief Financial Officer of Buyer, Richard Allendorf, General Counsel of Buyer, and Mr. Power. At this meeting, the representatives of the Company discussed (i) the Company’s overall strategy, including its ongoing expansion in FDM and e-commerce sales channels, (ii) a high-level summary of the Company’s recent financial performance and management’s key financial targets for the next five years and (iii) the potential sources of synergies in the event of a transaction between the Company and Buyer. The representatives of Buyer asked questions regarding, among other things, the Company’s margins and brand differentiation. They also noted Buyer’s M&A strategy generally and reiterated its interest in key members of the Company’s management team continuing in their roles following a transaction to build on the Company’s historic success, although no retention or employment arrangements were discussed. At the conclusion of this meeting, the representatives of Buyer informed the Company’s representatives that they would incorporate the information provided at the meeting into the internal work being conducted at Buyer regarding a potential transaction and that they would contact the Company within two weeks should Buyer determine to submit a specific proposal. Following the meeting, at Buyer’s request, representatives of the Company e-mailed to Buyer sections of the presentation materials discussed at the meeting for its reference.

On January 16, 2018, Mr. Harmening contacted Mr. Bishop to inform him that Buyer would shortly be submitting a preliminary, non-binding proposal to acquire the Company at a valuation range of $38-40 per share in cash. Mr. Harmening also detailed the areas of focus for Buyer’s next stage of due diligence and requested the opportunity for Buyer to visit the Company’s production and manufacturing facilities. Later in the day on January 16, Buyer submitted a written, preliminary and non-binding indication of interest (the “Preliminary Proposal”) to Mr. Bishop that confirmed the foregoing details and indicated that the Preliminary Proposal was not subject to any financing condition.

On January 17, 2018, the Board held a previously scheduled meeting. Representatives of senior management, Simpson Thacher and J.P. Morgan were in attendance. Prior to the meeting a copy of the Preliminary Proposal was shared with the Board. At the meeting, Mr. Bishop provided a report to the Board regarding, and the Board discussed, the high level due diligence meeting with Buyer earlier in the month and the Preliminary Proposal. The representatives of J.P. Morgan provided, among other things certain preliminary information to the Board and noted that a preliminary detailed valuation analysis utilizing the draft 5-year financial plan would be presented to the Board at a subsequent meeting. Representatives of J.P. Morgan then discussed the current mergers and acquisitions environment generally and with respect to the food and consumer packaged goods industry in particular and J.P. Morgan’s preliminary views with respect to other parties that could potentially be interested in pursuing a strategic transaction with the Company. Representatives of J.P. Morgan expressed the view that it was likely that there were a limited number of potential buyers for the Company in light of, among other things, the valuation implied by the value range proposed in the Preliminary Proposal. The Board also discussed with the representatives of Simpson Thacher the appropriate considerations, including with respect to the directors’ fiduciary duties, in evaluating the Preliminary Proposal and the potential next steps related thereto. At the conclusion of the meeting, the Board determined it was appropriate for management to engage further with Buyer to understand the seriousness of its proposal and its plans for due diligence without offering any perspective regarding Buyer’s proposed value range until the Company’s advisors had an opportunity to provide the Board a more detailed valuation analysis.

Following the January 17 meeting of the Board, all of the members of the Board discussed engaging Centerview as an additional financial advisor in light of, among other things, Centerview’s overall reputation and

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experience as an investment banking firm generally and its knowledge of the food and consumer packaged goods industry in particular. The members of the Board agreed to engage Centerview as an additional financial advisor, and requested Centerview attend the next meeting of the Board at which Buyer’s non-binding indication of interest would be discussed.

Also on January 17, 2018, as directed by the Board, Mr. Bishop spoke with Mr. Harmening to indicate that the Preliminary Proposal was sufficiently credible that it was appropriate for the Company to permit Buyer to engage in further due diligence to refine its proposal.

On January 18, 2018, Mr. Miller and Mr. Allendorf spoke by telephone to discuss various process matters, including further due diligence by Buyer and, following this conversation, Buyer provided to the Company commercial and legal due diligence requests.

On January 19, 2018, Mr. Harmening e-mailed Mr. Bishop to highlight that since an acquisition of the Company would involve Buyer entering a new product category an area of particular focus for Buyer’s due diligence efforts would be the evaluation of the Company’s employee base. Mr. Harmening also requested a call on January 24 with Mr. Bishop and Buyer’s Chief Human Resources Officer to discuss this topic in more detail. No retention or employment arrangements were discussed during this call.

On January 23, 2018, the Board held a special meeting in person at the offices of Simpson Thacher, at which representatives of senior management, Simpson Thacher, J.P. Morgan and Centerview were in attendance. Prior to the meeting, the Board was provided with disclosures for its review regarding J.P. Morgan’s involvement in certain transactions involving the Company, Invus and its affiliates, Buyer and certain other relevant parties. Mr. Bishop and Mr. Miller first reported to the Board on the contact between representatives of the Company and Buyer since the January 17 board meeting. Mr. Bishop and Mr. Miller also described updates, which had been circulated to the Board on January 22 (discussed under “The Merger—Certain Company Forecasts”), to the draft 5-year financial plan, including to reflect actual results from December and more current forecasts in light of such results as well as new tax rates (the “5-Year Plan”). Following this report, representatives from Simpson Thacher discussed the Board’s fiduciary duties in connection with their review and consideration of the Preliminary Proposal and the exploration of other strategic alternatives more generally. In anticipation of the deal structure that Buyer was likely to demand, Simpson Thacher also previewed for the Board the available mechanisms for obtaining stockholder approval for a transaction, including receipt of a written consent by the Company’s majority stockholders as permitted by the Company’s organizational documents. Following the presentation by Simpson Thacher, at the request of the Board, representatives of J.P. Morgan and Centerview discussed preliminary valuation topics regarding the Company based on the 5-Year Plan and the Preliminary Proposal submitted by Buyer, including observations regarding the valuation multiples in the Preliminary Proposal relative to other transactions in the food and consumer packaged goods industry. Centerview and J.P. Morgan also discussed financial topics in the food and consumer packaged goods industry generally, including the M&A environment thereof and the positioning of the pet food sector within the industry as well as the elevated trading multiples of most participants in the sector. In the context of the discussion of the Preliminary Proposal there was also a discussion of the Company’s stand-alone prospects, including the risks and opportunities embedded in the 5-Year Plan that could impact the Company’s stand-alone value. Such risks include the Company’s ability to execute its prospective channel expansion and related existing customer concentration risks, pricing pressure in e-commerce and competition in FDM and the significance of the continuation of the existing “authentic/founder led” management team. As part of their discussion with the Board, the representatives of J.P. Morgan and Centerview also discussed with the Board other potential acquirers of the Company, with J.P. Morgan and Centerview expressing their view that it was likely there were a limited number of other potential buyers for the Company at the valuations reflected in the Preliminary Proposal. Simpson Thacher and representatives of senior management also discussed with the Board the potential increased execution risks and timing considerations presented by certain of the noted potential alternative acquirers relative to Buyer. The Board then discussed the Preliminary Proposal and strategies it might pursue with respect to next steps and determined, given the attractive valuation reflected in the price range presented by Buyer, to authorize

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management to continue discussions and due diligence with Buyer to facilitate the submission of a more refined value proposal that the Board could subsequently assess against its other strategic alternatives, including continuing to operate as a stand-alone company. The Board further concluded that efforts regarding a potential transaction should remain focused on Buyer and the Company should not contact other potential buyers at this time given the associated risks, including potential management distraction, risk of disruptive publicity and the potential impact on Buyer’s engagement, but directed that the Company require any definitive agreement for a potential transaction include an adequate period of time for other potential acquirers to submit alternative proposals to the Board following any announcement of a potential transaction and adequate flexibility for the Board to evaluate and accept any such alternative proposals determined by the Board to be superior to a transaction with Buyer.

On January 24, 2018, Mr. Bishop and Mr. Harmening spoke regarding the status of the diligence process. During this discussion, Mr. Bishop expressed his initial views regarding the positive fourth quarter results the Company was likely to report and expressed his hope that any refined proposal from Buyer would take such strong performance and other positive factors into account. Later that day, the Company provided Buyer and its representatives with access to a virtual data room containing due diligence information requested by Buyer, which data room included the 5-Year Plan.

Also on January 24, representatives of Simpson Thacher and Cleary Gottlieb Steen & Hamilton LLP (“Cleary Gottlieb”), outside counsel to Buyer, spoke regarding process matters and the representatives of Cleary Gottlieb noted, among other things, that they would provide to Simpson Thacher for discussion a draft merger agreement. Later that day, Cleary Gottlieb sent Simpson Thacher a draft merger agreement (such draft, and subsequent iterations thereof exchanged between the parties, referred to as the “Draft Merger Agreement”) that, among other things, (i) contemplated the Company’s Majority Stockholders delivering an irrevocable written consent approving the transaction immediately after signing of the Draft Merger Agreement, (ii) did not include any flexibility for the Company to accept a “superior proposal” between signing and closing, and (iii) included a requirement that Buyer be permitted to avail itself of a so-called “marketing period” after all of the conditions to closing had been satisfied in order for Buyer to market and obtain permanent acquisition financing.

Also on January 24, Messrs. Bishop and Miller spoke with Mr. Harmening and Jacqueline Williams-Roll, the Chief Human Resources Officer of Buyer, to discuss preliminary diligence topics regarding the Company’s employees. No retention or employment arrangements were discussed.

Between January 24 and February 13, 2018, representatives of J.P. Morgan, Centerview and Goldman Sachs & Co. LLC (“Goldman Sachs”), financial advisor to Buyer, discussed at regular intervals the progress of the due diligence process and the expected timing of Buyer’s submission of a more refined value proposal.

On January 31, 2018, Mr. Miller spoke with Mr. Allendorf to discuss several topics, including the progress of due diligence and the continued importance of (and the Company’s sensitivity regarding) confidentiality. Louis Lambert, Associate General Counsel of Buyer, e-mailed Mr. Miller regarding several follow-up items the next day, including coordination in the event of any media coverage of the parties’ discussion and specific diligence matters.

On February 1, 2018, Cleary Gottlieb provided a draft of a form support agreement, including a form of written consent, that it requested the Majority Stockholders sign concurrently with the execution of the Draft Merger Agreement. Later in the day on February 1, Simpson Thacher provided a revised Draft Merger Agreement to Cleary Gottlieb which provided for, among other things, a 60-day “window shop” period during which the Company could consider and engage with third parties regarding unsolicited acquisition proposals and, in the event any such acquisition proposal was deemed a “superior proposal”, terminate the Draft Merger Agreement to accept such superior proposal, subject to a two-business day match right period and payment of a termination fee equal to 2.25% of transaction equity value. Simpson Thacher’s revised Draft Merger Agreement also deleted the proposed “marketing period” concept. The revised Draft Merger Agreement also indicated,

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consistent with Buyer’s request, that the Company might establish a retention program for non-named executive officers on terms determined in consultation with Buyer.

On February 4, 2018 and again on February 6, 2018, representatives of Simpson Thacher discussed with Cleary Gottlieb the revised Draft Merger Agreement provided by Simpson Thacher. In particular, Simpson Thacher conveyed that the Board would not proceed with any transaction that did not permit the Company to consider and engage with unsolicited acquisition proposals from third parties received after announcement of any transaction with Buyer. On the morning of February 6, Cleary Gottlieb distributed a revised Draft Merger Agreement to Simpson Thacher which included, among other things: (i) a “window shop” period of 25 days with no extension for any match period in process at the 25th day, (ii) a match right period of four business days, (iii) a termination fee equal to 3.50% percent of transaction equity value and (iv) acceptance of obligations on the Buyer to make any divestitures required to obtain required antitrust clearance, except to the extent doing so would cause a Material Adverse Effect on the Company.

During the day on February 5 and February 6, 2018, members of the Company’s management participated in commercial and legal due diligence calls with representatives of Buyer.

On February 5, 2018, Mr. Bishop spoke with Mr. Harmening. The conversation between the CEOs focused on (i) a status update on the progress of due diligence and (ii) a conceptual discussion of the parameters of any retention and incentive programs for non-executive officer employees as requested by Buyer to ensure a smooth transition.

On February 6, 2018, the Board held a special meeting, at which representatives of senior management, Simpson Thacher, J.P. Morgan and Centerview were in attendance. Representatives of Centerview first provided a report to the Board on Buyer’s diligence and financing efforts and noted for the Board the positive message being conveyed by Buyer with respect thereto. Mr. Bishop also made a report to the Board on his conversation with Mr. Harmening the previous day. Representatives of Simpson Thacher then reported to the Board on the status of negotiations regarding the Draft Merger Agreement and observed for the Board that the revised Draft Merger Agreement received from Cleary Gottlieb earlier in the day reflected an agreement-in-principle by Buyer with the Board’s requirement that the Draft Merger Agreement include a “window shop” period, noting, however, that the details of such provision were still being negotiated. In connection with the Board’s further consideration of whether to continue operating the Company as a stand-alone business in lieu of a strategic transaction, representatives of Centerview and J.P. Morgan then discussed with the Board the 5-Year Plan. This discussion addressed, among other things, the key components of the plan, comparisons to research analyst expectations and a discussion of key risks and opportunities facing the Company. The financial advisors observed that the 5-Year Plan included projections for revenue growth and margin expansion that were above research analyst expectations, and in particular discussed with the Board the fact that Buyer’s representatives had communicated on multiple occasions during their due diligence efforts a belief that the 5-Year Plan did not sufficiently reflects risks associated with the Company’s ongoing expansion of its sales channels. The representatives of Centerview also highlighted again for the Board the elevated trading multiples currently being experienced by participants in the food and consumer packaged goods industry. Representatives of J.P. Morgan also provided an update on recent developments in financial markets and discussed with the Board the increased financial market volatility since the Board’s last meeting, including the resulting decline in the trading price of Buyer’s stock and the increased financing costs for corporate borrowers. Notwithstanding Buyer’s perceived risks in the execution of the 5-Year Plan and the volatility in the debt and equity markets, the Board directed its financial advisors to, in advance of Buyer’s next meeting of its board of directors the following week, encourage Buyer to improve its offer.

On February 8, 2018, representatives of J.P. Morgan and Centerview spoke with representatives of Goldman Sachs and, consistent with the Board’s prior instructions, encouraged Buyer to improve its offer. Also on February 8, Simpson Thacher sent a revised draft of the majority stockholders’ support agreement and an initial

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draft of the Company’s disclosure schedules to Cleary Gottlieb. Later in the day on February 8, 2018, Cleary Gottlieb provided a draft of its debt commitment letter with affiliates of Goldman Sachs for the potential transaction to Simpson Thacher.

On February 9, 2018, Simpson Thacher sent a revised Draft Merger Agreement to Cleary Gottlieb, which draft included, among other things: (i) a “window shop” period of 50 days, (ii) a match right period of three business days and (iii) a termination fee equal to 2.50% of transaction equity value.

On February 13, 2018, representatives of Centerview and J.P. Morgan spoke with representatives of Goldman Sachs, who, at the direction of the board of directors of Buyer, conveyed a revised proposal from Buyer to acquire the Company for $38.50 per share in cash. In conveying this proposal, the representatives of Goldman Sachs emphasized to the Company’s financial advisors several potential risks that Buyer had identified during due diligence as well as the recent financial market volatility and associated increases in Buyer’s expected borrowing costs and the industry leading multiple for a transaction of this size reflected in Buyer’s revised proposal, while also reiterating Buyer’s eagerness to conclude a transaction at an appropriate valuation. Representatives of Goldman Sachs also conveyed to the Company’s financial advisors Buyer’s desire to maintain a specific investment-grade rating and its plan to issue up to $1 billion in new equity to finance the transaction. Representatives of Goldman Sachs also requested on behalf of Buyer meetings with additional members of the Company’s management and an opportunity to visit the Company’s production and manufacturing facilities.

On February 14, 2018, an article was published in certain media outlets suggesting that the Company had been approached about a potential takeover, without naming an acquirer or proposed price. At the direction of the Board, representatives of Centerview and J.P. Morgan discussed these rumors with representatives of Goldman Sachs per a pre-agreed protocol for rapidly reacting to media reports to minimize disruption to the respective parties’ businesses.

Later in the day on February 14, the Board held a special meeting in person at the offices of Simpson Thacher, at which representatives of senior management, Simpson Thacher, J.P. Morgan and Centerview were in attendance. Prior to the meeting, the Board was provided with disclosures for its review regarding Centerview’s involvement in certain transactions involving the Company, Invus and its affiliates, Buyer and certain other relevant parties. Representatives of Centerview and J.P. Morgan began by updating the Board on the revised proposal received from Buyer and certain additional due diligence requests. They also reported to the Board the market rumors from earlier that day regarding a potential transaction and the Board determined not to comment or otherwise respond to such rumors while continuing to monitor developments. Representatives of Centerview and J.P. Morgan next presented to the Board regarding market perspectives of the Company and updates on its industry and reviewed with the Board again certain elements of the 5-Year Plan. At the request of the Board, representatives of each of J.P. Morgan and Centerview then presented their respective preliminary financial analyses with respect to the Company and the proposed transaction and they also reviewed with the Board a presentation regarding Buyer and its financing considerations. The Board engaged in a lengthy discussion with its financial advisors regarding valuation considerations with respect to the Company and tactics for obtaining a higher per share price from Buyer. The Board then convened an executive session to discuss these and other topics, following which, notwithstanding the observation by the Board that Buyer’s revised proposal reflected an attractive price in light of the financial analyses conducted by its advisers and the ongoing risks associated with execution of the Company’s stand-alone strategy, the Board directed J.P. Morgan and Centerview to convey to Buyer that the Company would not proceed with a transaction at a price of $38.50 per share and Buyer should therefore increase its price if they wished to proceed.

Shortly after the Board meeting on February 14, representatives of Centerview and J.P. Morgan spoke with representatives of Goldman Sachs to convey the Board’s directive that the revised price did not represent a proposal the Board would consider moving forward with and that Buyer should resubmit its proposal with a higher price, without providing Goldman Sachs further guidance as to what price would be acceptable to the Board.

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On February 17, 2018, at the direction of the board of directors of Buyer, representatives of Goldman Sachs called representatives of Centerview and J.P. Morgan to convey a revised proposal from Buyer to acquire the Company for $39.50 per share in cash. Later on February 17, following discussions with members of the Board, at the direction of the Board representatives of Centerview and J.P. Morgan conveyed to representatives of Goldman Sachs that Buyer’s proposed price of $39.50 per share remained inadequate and, consistent with the Board’s prior instructions to continue to push for the highest price available, requested Buyer to again increase its proposal. During these exchanges on February 17, at the direction of the Board to further emphasize the rationale for the Company’s request for an improved proposal, the representatives of Centerview and J.P. Morgan conveyed to representatives of Goldman Sachs that the Company expected to offer stronger earnings guidance during its upcoming earnings call than previously anticipated.

On February 18, 2018, Mr. Harmening reached out to Mr. Bishop to convey that Buyer remained enthusiastic about a potential transaction, but Buyer was unwilling to offer more than $40.00 per share, noting that if the parties could not reach a deal at $40.00 per share Buyer would be compelled to turn its attention to other opportunities. Mr. Bishop emphasized the strong financial performance of the Company, including its plans for stronger earnings guidance, but Mr. Harmening reiterated that $40.00 per share represented the maximum price Buyer would offer and already incorporated all such positive considerations. Mr. Harmening also conveyed to Mr. Bishop in connection with raising Buyer’s price to $40.00 per share that any “window shop” period in the merger agreement would need to be limited to 30 days from signing of the Draft Merger Agreement to ensure it did not unduly delay or otherwise complicate the significant acquisition financing Buyer expected to pursue to consummate a potential transaction with the Company.

On February 19, 2018, the Board held a conference call to discuss Buyer’s revised proposal. Representatives of Centerview and J.P. Morgan first provided a report to the Board on negotiations with Buyer since the previous Board meeting on February 14. Mr. Bishop then reported to the Board his conversation with Mr. Harmening the day before, during which Mr. Harmening had indicated that Buyer would not offer to acquire the Company at a price greater than $40.00 per share and would require any “window shop” period be limited to 30 days. Representatives of Simpson Thacher then reminded the Board of the status of negotiations regarding the Draft Merger Agreement, noting that Cleary Gottlieb had also indicated the “window shop” period should be limited to 30 days and that Buyer’s most recent proposal in the Draft Merger Agreement provided for a termination fee of 3.50%. The Board then engaged in a lengthy discussion regarding Buyer’s offer price and request for a 30-day window shop period and 3.50% termination fee. The Board assessed that, following several successful attempts to extract price increases from Buyer, Buyer was unlikely to increase its price above $40.00 per share and that, based on the Company’s and its advisors’ knowledge of other potential acquirers, neither a 30-day “window shop” period nor a 3.50% termination fee would deter any truly interested third party from submitting a competing proposal and, in fact, the public announcement of a transaction might spur other potential acquirers to action without jeopardizing the value opportunity at hand. Nevertheless, the Board directed that the Company’s management and advisors continue to negotiate the “window shop” period and termination fee to obtain the best terms possible and authorized management to finalize terms of definitive agreements at a price equal to $40.00 per share in cash.

During the course of the week of February 19 until the execution of the Merger Agreement, the respective management teams of the parties, together with representatives of Simpson Thacher and Cleary Gottlieb and the parties’ financial advisors, discussed and negotiated the remaining open items in the transaction documents.

On February 21, 2018, following agreement between the parties with respect to the merger consideration (subject to finalizing the other terms of the Merger Agreement) and consistent with the respective boards’ expectations regarding the timing of such discussions, representatives of Buyer presented to Mr. Bishop an offer letter (the “February 21 Offer Letter”) reflecting proposed terms for Mr. Bishop’s employment, following closing, as a Senior Vice President of Buyer and head of its newly established pet segment, including terms regarding base salary, incentive and retention bonuses and awards and severance protection following consummation of a transaction. Mr. Bishop did not negotiate or engage with Buyer regarding the terms of the February 21 Offer Letter.

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On February 21 and February 22, 2018, representatives of Buyer accompanied representatives of the Company on diligence visits to the Company’s production and manufacturing facilities in Richmond, Indiana and Joplin, Missouri.

Late in the evening on February 21, 2018 and early in the morning on February 22, 2018, Cleary Gottlieb sent revised drafts of the transaction documents to Simpson Thacher, including a revised Draft Merger Agreement which included, among other things: (i) a “window shop” period of 30 days subject to an extension (solely with respect to a superior proposal made prior to the 30th day) until the next business day following the end of any in process match right period with respect to such superior proposal and (ii) a termination fee equal to 2.95% of transaction equity value. During the day on February 22, Simpson Thacher and Cleary Gottlieb finalized the transaction documents consistent with such terms.

Also on February 22, Mr. Bilimer, in his capacity as chairman of the Board’s compensation committee, spoke with Ms. Williams-Roll to discuss the February 21 Offer Letter. During this conversation, Mr. Bilimer indicated that the Board expected to offer Mr. Bishop an increase in his base salary for the subsequent year in the ordinary course absent the potential transaction. Following this conversation, representatives of Buyer presented to Mr. Bishop a revised offer letter (the “February 22 Offer Letter”) reflecting an increased base salary, which base salary was also approved by the compensation committee of the Board during the day on February 22. Later that day, Mr. Bishop executed the February 22 Offer Letter. See also “Interests of Our Directors and Executive Officers in the Merger—Offer Letter between Buyer and William Bishop, Jr” beginning on page 48.

On February 22, 2018, the Board held a special meeting, with representatives of senior management, Simpson Thacher, J.P. Morgan and Centerview in attendance. At the request of the Board, J.P. Morgan reviewed with the Board J.P. Morgan’s financial analysis of the Merger Consideration, and rendered its oral opinion to the Board that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the Merger Consideration to be paid to the holders of shares of Company Common Stock in the proposed Merger was fair, from a financial point of view, to such holders. J.P. Morgan subsequently confirmed its February 22, 2018 oral opinion by delivering its written opinion to the Board, dated February 22, 2018, that, as of such date, the Merger Consideration to be paid to the holders of shares of Company Common Stock in the proposed Merger was fair, from a financial point of view, to such holders. For a detailed discussion of J.P. Morgan’s opinion, please see below under “The Merger — Opinion of J.P. Morgan Securities LLC.” At the request of the Board, representatives of Centerview reviewed with the Board Centerview’s financial analysis of the Merger Consideration, and rendered to the Board an oral opinion, which was subsequently confirmed by delivery of a written opinion dated February 22, 2018 that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken in preparing its opinion, the Merger Consideration to be paid to the holders of shares of Company Common Stock (other than as specified in such opinion) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. For a detailed discussion of Centerview’s opinion, please see below under the caption “The Merger — Opinion of Centerview Partners LLC.” Representatives of Simpson Thacher then provided the Board with a summary of the key terms of the Draft Merger Agreement and described the resolutions before the Board. After further discussion by the Board, including further discussion of the resolutions to be adopted by the Board, the Board unanimously (i) resolved that the Draft Merger Agreement and the transactions contemplated thereby, including the potential merger, were advisable, fair to and in the best interests of the Company and the stockholders of the Company, (ii) approved the Draft Merger Agreement and the transactions contemplated thereby, including the potential merger, (iii) directed that the Draft Merger Agreement be submitted to the stockholders of the Company and (iv) determined and resolved to recommend that the stockholders of the Company adopt the Draft Merger Agreement.

Following the meeting, on February 22, 2018, the Company and Buyer executed the Merger Agreement, Buyer delivered a copy of the executed debt commitment letter and the Majority Stockholders delivered executed support agreements. Shortly after execution of the Merger Agreement and the support agreements, the Majority

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Stockholders delivered the Written Consent. The Company and Buyer issued a joint press release announcing the entry into the Merger Agreement before the opening of the U.S. stock exchanges on February 23, 2018.

Reasons for the Merger

In the course of the Board making the determinations described above in “The Merger — Background of the Merger” beginning on page 17, the Board consulted with management of the Company, as well as the Company’s legal and financial advisors, and considered the following potentially positive factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

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The Board also considered and balanced against the potentially positive factors a number of potentially negative factors concerning the Merger, including the following factors:

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During its consideration of the transaction with Buyer, the Board was also aware of and considered that the Company’s directors and executive officers may have interests in the Merger that differ from, or are in addition to, their interests as stockholders of the Company generally, as described under “The Merger — Interests of Our Directors and Executive Officers in the Merger” beginning on page 48.

After taking into account all of the factors set forth above, as well as others, the Board determined that the potentially positive factors outweighed the potentially negative factors. The foregoing discussion of the factors considered by the Board is not intended to be exhaustive, but summarizes the material information and factors considered by the Board in its consideration of the Merger. The Board reached the decision to recommend and approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, in light of the factors described above and other factors the Board felt were appropriate. In view of the variety of factors and the quality and amount of information considered, the Board did not find it practicable to and did not quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and individual members of the Board may have given different weights to different factors. The Board conducted an overall analysis of the factors described above, including thorough discussions with, and questioning of, senior management of the Company, J.P. Morgan and Centerview as financial advisors, and Simpson Thacher as legal advisors, and considered the factors overall to be favorable to, and to support, its determinations. This explanation of the reasoning of the Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 14.

Opinion of J.P. Morgan Securities LLC (page 31 and Annex B )

Pursuant to an engagement letter dated February 9, 2018, the Company retained J.P. Morgan as its financial advisor in connection with the proposed Merger. At the meeting of the Board on February 22, 2018, J.P. Morgan rendered its oral opinion to the Board that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the Merger Consideration to be paid to the holders of shares of Company Common Stock in the proposed Merger was fair, from a financial point of view, to such holders. J.P. Morgan has confirmed its February 22, 2018 oral opinion by delivering its written opinion to the Board, dated February 22, 2018, that, as of such date, the Merger Consideration to be paid to the holders of shares of Company Common Stock in the proposed Merger was fair, from a financial point of view, to such holders. The full text of the written opinion of J.P. Morgan dated February 22, 2018, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex B to this Information Statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this Information Statement is qualified in its entirety by reference to the full text of such opinion. The Company’s stockholders are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the Board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed Merger, was directed only to the consideration to be paid in the Merger and did not address any other aspect of the Merger. J.P. Morgan expressed no opinion as to the fairness of any consideration paid in connection with the Merger to the holders of any other class of securities, creditors or other constituencies of the Company or as to the underlying decision by the Company to engage in the proposed Merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The summary of the opinion of J.P. Morgan set forth in this Information Statement is qualified in its entirety by reference to the full text of such opinion. The opinion does not constitute a recommendation to any stockholder of the Company as to whether such stockholder should consent with respect to the proposed Merger or any other matter.

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In arriving at its opinion, J.P. Morgan, among other things:

In addition, J.P. Morgan held discussions with certain members of the management of the Company with respect to certain aspects of the Merger, and the past and current business operations of the Company, the financial condition and future prospects and operations of the Company, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by the Company or otherwise reviewed by or for J.P. Morgan, and J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to its engagement letter with the Company, did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of the Company or Buyer under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of the Company to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts or the assumptions on which they were based. J.P. Morgan also assumed that the Merger and the other transactions contemplated by the Merger Agreement would be consummated as described in the Merger Agreement. J.P. Morgan also assumed that the representations and warranties made by the Company and Buyer in the Merger Agreement and the related agreements were and would be true and correct in all respects material to its analysis. J.P Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to the Company with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Merger would be obtained without any adverse effect on the Company or on the contemplated benefits of the Merger.

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s opinion, and that J.P. Morgan does not have any obligation to update, revise, or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, of the Merger Consideration to be paid to the holders of shares of Company Common Stock in the proposed Merger, and J.P. Morgan expressed no opinion as to the fairness of any consideration paid in

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connection with the proposed Merger to the holders of any other class of securities, creditors or other constituencies of the Company or as to the underlying decision by the Company to engage in the proposed Merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the proposed Merger, or any class of such persons relative to the consideration to be paid to the holders of shares of Company Common Stock in the proposed Merger or with respect to the fairness of any such compensation. J.P. Morgan was not authorized to and did not solicit any expressions of interest from any other parties with respect to the sale of all or any part of the Company or any other alternative transaction.

The terms of the Merger Agreement were determined through arm’s-length negotiations between the Company and Buyer, and the decision to enter into the Merger Agreement was solely that of the Board. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the Board in its evaluation of the proposed Merger and should not be viewed as determinative of the views of the Board or management with respect to the proposed Merger or the Merger Consideration.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodologies in rendering its opinion to the Board on February 22, 2018 and contained in the presentation delivered to the Board on such date in connection with the rendering of such opinion. The following summary does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

Public Trading Multiples Analysis .

Using publicly available information, J.P. Morgan compared selected financial data of the Company with similar data for selected publicly traded companies engaged in businesses which J.P. Morgan judged to be analogous in certain respects to the Company or aspects thereof based on J.P. Morgan’s experience and its familiarity with the industries in which the Company operates. The companies selected by J.P. Morgan were as follows:

None of the selected companies reviewed is identical to the Company. Certain of these companies may have characteristics that are materially different from those of the Company. However, the companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of the Company. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies differently than they would affect the Company.

With respect to the selected companies, the information J.P. Morgan presented included the multiple of firm value (calculated as equity value plus or minus, as applicable, net debt or net cash) to estimates of earnings before interest expense, income taxes, depreciation and amortization less stock-based compensation expense and adjusted for non-recurring items, or “Adjusted EBITDA,” of the applicable selected company for calendar year

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2018, referred to in this section as “FV/2018 Adjusted EBITDA.” Financial data for the selected companies was based on the selected companies’ filings with the SEC and publicly available Wall Street research analyst consensus estimates for calendar year 2018 that J.P. Morgan obtained from FactSet Research Systems. Results of this analysis were presented for the selected companies, as indicated in the following table:

Based on the above analysis and other factors that J.P. Morgan considered appropriate in its professional judgment, J.P. Morgan selected an FV/2018 Adjusted EBITDA multiple reference range for the Company of 17.5x to 23.0x. J.P. Morgan then applied that range to the Company’s estimated calendar year 2018 Adjusted EBITDA of approximately $352 million derived from the Company Forecasts (utilizing the Company’s estimated 2018 calendar year Adjusted EBITDA as set forth in the Company Forecasts and subtracting estimated stock-based compensation as set forth in the Company Forecasts). The analysis indicated an implied equity value per Share (rounded to the nearest $0.25), which J.P. Morgan compared to the Merger Consideration of $40.00 per share of Company Common Stock, to the closing price per Share as of February 20, 2018 and to the closing price per share of Company Common Stock as of February 13, 2018 (the day before the publication of an article suggesting that the Company was approached about a potential takeover), as follows:

Selected Transaction Analysis .

Using publicly available information, J.P. Morgan examined selected transactions with respect to businesses which J.P. Morgan judged to be analogous to the Company’s business or aspects thereof based on J.P. Morgan’s experience and familiarity with the industries in which the Company operates. The transactions indicated in the following table were selected by J.P. Morgan as relevant in evaluating the proposed Merger. Using publicly available information, J.P. Morgan calculated, for each selected transaction, among other things, the multiple of the target company’s firm value (calculated as described above) implied in the relevant transaction to the target company’s EBITDA for the last twelve-month period for which financial information had been made public (which we refer to as “LTM”) at the time of the transaction announcement (such multiple referred to in this section as FV/LTM Adjusted EBITDA). Financial data for the target companies was based on press releases, equity research and the target company’s filings with the SEC, including filings made in connection with the applicable selected transaction. Results of this analysis were presented for the selected transactions, as indicated in the following table:

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None of the selected transactions reviewed was identical to the Merger. Certain of these transactions may have characteristics that are materially different from those of the Merger. However, the transactions selected were chosen because the participants in and certain other aspects of the transactions, for purposes of J.P. Morgan’s analysis, may be considered similar to the participants in and aspects of the merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the transactions differently than they would affect the Merger.

Based on the above analysis and other factors that J.P. Morgan considered appropriate in its professional judgment, J.P. Morgan then selected an FV/LTM Adjusted EBITDA multiple reference range for the Company of 17.5x to 26.0x. J.P. Morgan then applied that range to the Company’s LTM Adjusted EBITDA of approximately $315 million included in the Company Forecasts. The analysis indicated an implied equity value per share of Company Common Stock (rounded to the nearest $0.25), which J.P. Morgan compared to the Merger Consideration of $40.00 per share of Company Common Stock, to the closing price per share of Company Common Stock as of February 20, 2018 and to the closing price per share of Company Common Stock as of February 13, 2018 (the day before the publication of an article suggesting that the Company was approached about a potential takeover), as follows:

Discounted Cash Flow Analysis .

J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining the fully diluted equity value per share of Company Common Stock of the Company. J.P. Morgan calculated the unlevered free cash flows that the Company is expected to generate during calendar years 2018 through 2022 as derived from the Company Forecasts. J.P. Morgan also calculated a range of terminal values of the Company at the end of this period by applying perpetuity growth rates ranging from 2.5% to 3.5% to estimates of the unlevered free cash flow of the Company during calendar year 2022 as provided in the Company Forecasts. The unlevered free cash flows and the range of terminal values were then discounted to present values using a range of discount rates from 8.25% to 9.25% and the mid-period convention, which were chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of the Company. The present value of the unlevered free cash flows and

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the range of terminal asset values were then adjusted for the Company’s 2017 fiscal year-end excess cash and total debt. This analysis indicated a range of implied equity values for the Company, which J.P. Morgan divided by the total number of share of Company Common Stock outstanding as of February 20, 2018, calculated on a fully-diluted basis based on information provided by the Company’s management, to derive a range of implied equity values per share of Company Common Stock (rounded to the nearest $0.25), which J.P. Morgan compared to the Merger Consideration of $40.00 per share of Company Common Stock, to the closing price per share of Company Common Stock as of February 20, 2018 and to the closing price per share of Company Common Stock as of February 13, 2018 (the day before the publication of an article suggesting that the Company was approached about a potential takeover), as follows:

be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to the Company, and none of the selected transactions reviewed was identical to the Merger. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of the Company. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of J.P. Morgan’s analysis, may be considered similar to the Merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to the Company and the transactions compared to the Merger.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise the Company with respect to the Merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with the Company and the industries in which it operates.

For financial advisory services rendered in connection with the proposed Merger (including the delivery of its opinion), the Company has agreed to pay J.P. Morgan a fee of approximately $22 million, $3 million of which was payable upon delivery by J.P. Morgan of its opinion, and the remainder of which will become due upon the closing of the proposed Merger. In addition, the Company has agreed to reimburse J.P. Morgan for certain of its reasonable costs and expenses incurred in connection with its services, including certain of the reasonable fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with the Company and Buyer for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as joint lead bookrunner on the Company’s offerings of equity securities in June 2016 and September 2016 and as joint lead arranger and joint bookrunner on the Company’s credit facility in May 2017, and acting as joint lead arranger and joint bookrunner on Buyer’s credit facility in May 2016 and joint lead bookrunner on Buyer’s offering of debt securities in September 2017. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have also had commercial or investment banking relationships with portfolio companies of Invus, the Company’s financial sponsor that are unrelated to the Merger, for which J.P. Morgan and such affiliates have received customary compensation. Such services have included debt syndication and equity and debt underwriting. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of such portfolio companies, for which it receives customary compensation or other financial benefits. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of each of the Company, Invus and Buyer. During the two year period preceding delivery of its opinion, the aggregate fees received by J.P. Morgan from the Company were approximately $6 million. During the two year period preceding delivery of its opinion, the aggregate fees received by J.P. Morgan from Buyer were approximately $3 million. During the two year period preceding delivery of its opinion, the aggregate fees received by J.P. Morgan from Invus were approximately $12 million. In the ordinary course of J.P. Morgan’s businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of the Company or Buyer for its own account or for the accounts of customers and, accordingly, may at any time hold long or short positions in such securities or other financial instruments.

Opinion of Centerview Partners LLC (page 38 and Annex C )

On February 22, 2018, Centerview rendered to the Board its oral opinion, subsequently confirmed in a written opinion dated February 22, 2018, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by

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Centerview in preparing its opinion, the Merger Consideration to be paid to the holders of shares of Company Common Stock (other than Excluded Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Centerview’s written opinion, dated February 22, 2018, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex C and is incorporated herein by reference. The summary of the written opinion of Centerview set forth below is qualified in its entirety by reference to the full text of Centerview’s written opinion attached as Annex C . Centerview’s financial advisory services and opinion were provided for the information and assistance of the Board (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transaction and Centerview’s opinion only addressed the fairness, from a financial point of view, as of the date thereof, to the holders of shares of Company Common Stock (other than Excluded Shares) of the Merger Consideration to be paid to such holders pursuant to the Merger Agreement. Centerview’s opinion did not address any other term or aspect of the Merger Agreement or the Transaction and does not constitute a recommendation to any stockholder of the Company or any other person as to whether such stockholder should have executed a consent with respect to the Merger or as to how such stockholder or other person should otherwise act with respect to the Transaction or any other matter.

The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

In connection with rendering the opinion described above and performing its related financial analyses, Centerview reviewed, among other things:

Centerview also participated in discussions with members of the senior management and representatives of the Company regarding their assessment of the Internal Data. In addition, Centerview reviewed publicly available financial and stock market data, including valuation multiples, for the Company and compared that data with similar data for certain other companies, the securities of which are publicly traded, in lines of business that Centerview deemed relevant. Centerview also compared certain of the proposed financial terms of the Transaction with the financial terms, to the extent publicly available, of certain other transactions that Centerview deemed relevant, and conducted such other financial studies and analyses and took into account such other information as Centerview deemed appropriate.

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Centerview assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by Centerview for purposes of its opinion and, with the Company’s consent, Centerview relied upon such information as being complete and accurate. In that regard, Centerview assumed, at the Company’s direction, that the Internal Data (including, without limitation, the Forecasts) were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the matters covered thereby and Centerview relied at the Company’s direction on the Internal Data for purposes of Centerview’s analysis and opinion. Centerview expressed no view or opinion as to the Internal Data or the assumptions on which it was based. In addition, at the Company’s direction, Centerview did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of the Company, nor was Centerview furnished with any such evaluation or appraisal, and was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of the Company. Centerview assumed, at the Company’s direction, that the final executed Merger Agreement would not differ in any respect material to Centerview’s analysis or opinion from the Draft Merger Agreement reviewed by Centerview. Centerview also assumed, at the Company’s direction, that the Transaction will be consummated on the terms set forth in the Merger Agreement and in accordance with all applicable laws and other relevant documents or requirements, without delay or the waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to Centerview’s analysis or Centerview’s opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Transaction, no delay, limitation, restriction, condition or other change will be imposed, the effect of which would be material to Centerview’s analysis or Centerview’s opinion. Centerview did not evaluate and did not express any opinion as to the solvency or fair value of the Company, or the ability of the Company to pay its obligations when they come due, or as to the impact of the Transaction on such matters, under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Centerview is not a legal, regulatory, tax or accounting advisor, and Centerview expressed no opinion as to any legal, regulatory, tax or accounting matters.

Centerview’s opinion expressed no view as to, and did not address, the Company’s underlying business decision to proceed with or effect the Transaction, or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available to the Company or in which the Company might engage. Centerview’s opinion was limited to and addressed only the fairness, from a financial point of view, as of the date of Centerview’s written opinion, to the holders of the shares of Company Common Stock (other than Excluded Shares) of the Merger Consideration to be paid to such holders pursuant to the Merger Agreement. For purposes of its opinion, Centerview was not asked to, and Centerview did not, express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement or the Transaction, including, without limitation, the structure or form of the Transaction, or any other agreements or arrangements contemplated by the Merger Agreement or entered into in connection with or otherwise contemplated by the Transaction, including, without limitation, the fairness of the Transaction or any other term or aspect of the Transaction to, or any consideration to be received in connection therewith by, or the impact of the Transaction on, the holders of any other class of securities, creditors or other constituencies of the Company or any other party. In addition, Centerview expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of the Company or any party, or class of such persons in connection with the Transaction, whether relative to the Merger Consideration to be paid to the holders of the shares of Company Common Stock pursuant to the Merger Agreement or otherwise. Centerview’s opinion was necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Centerview as of, the date of Centerview’s written opinion, and Centerview does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of Centerview’ written opinion. Centerview’s opinion does not constitute a recommendation to any stockholder of the Company or any other person as to whether such stockholder should have executed a consent with respect to the Merger or as to how such stockholder or other person should otherwise act with respect to the Transaction or any other matter. Centerview’s financial advisory services and its

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written opinion were provided for the information and assistance of the members of the Board (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transaction. The issuance of Centerview’s opinion was approved by the Centerview Partners LLC Fairness Opinion Committee.

Summary of Centerview Financial Analysis

The following is a summary of the material financial analyses prepared and reviewed with the Board in connection with Centerview’s opinion, dated February 22, 2018. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Centerview, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Centerview. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be Centerview’s view of the actual value of the Company. Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses performed by Centerview. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying Centerview’s financial analyses and its opinion. In performing its analyses, Centerview made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company or any other parties to the Transaction. None of the Company, Buyer, Merger Sub or Centerview or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of the Company do not purport to be appraisals or reflect the prices at which the Company may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before February 20, 2018 and is not necessarily indicative of current market conditions.

Selected Public Company Analysis

Centerview reviewed certain financial information of the Company and compared it to corresponding financial information of certain publicly traded companies that Centerview selected based on its experience and professional judgment (which we refer to as the “selected companies” in this summary of Centerview’s opinion). Although none of the selected companies is directly comparable to the Company, the companies listed below were chosen by Centerview, among other reasons, because they are publicly traded companies with certain operational, business and/or financial characteristics that, for purposes of Centerview’s analysis, may be considered similar to those of the Company. However, because none of the selected companies is exactly the same as the Company, Centerview believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected public company analysis. Accordingly, Centerview also made qualitative judgments, based on its experience and professional judgment, concerning differences between the business, financial and operating characteristics and prospects of the Company and the selected companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis.

Using publicly available information obtained from SEC filings and other data sources as of February 20, 2018, Centerview calculated, among other things, for each selected company set forth below, the implied enterprise value (calculated, to the extent publicly available, as the market value of common equity (determined using the treasury stock method and taking into account outstanding in the money options, other equity awards

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and other convertible securities, as applicable) plus the debt, preferred stock and noncontrolling interests less cash and cash equivalents (excluding cash held on trust and restricted cash, as applicable) and equity investments) as a multiple of Wall Street research analyst consensus estimated earnings before interest expense, income taxes, depreciation and amortization and non-recurring items (which we refer to in this summary of Centerview’s opinion as “Adjusted EBITDA”) for calendar year 2018. The results of this analysis are summarized as follows:

Based on the foregoing analysis and other considerations that Centerview deemed relevant in its professional judgment and experience, Centerview selected a reference of multiples of enterprise value to estimated 2018 calendar year Adjusted EBITDA of 16.5x to 21.0x. In selecting this range of multiples, Centerview made qualitative judgments based on its experience and professional judgment concerning differences between the business, financial and operating characteristics and prospects of the Company and the selected companies that could affect the public trading values in order to provide a context in which to consider the results of the quantitative analysis. Centerview applied this range to the Company’s estimated 2018 calendar year Adjusted EBITDA of approximately $352 million derived from the Forecasts (utilizing the Company’s estimated 2018 calendar year Adjusted EBITDA as set forth in the Forecasts and subtracting estimated stock-based compensation as set forth in the Forecasts) to derive a range of implied enterprise values for the Company. Centerview subtracted from this range of implied enterprise values the Company’s net debt as of December 31, 2017, as set forth in the Internal Data, to derive a range of equity values for the Company. Centerview then divided these ranges of implied equity values by the number of fully-diluted outstanding shares of Company Common Stock as of February 20, 2018 set forth in the Internal Data to derive a range of implied values per share of Company Common Stock of approximately $28.80 to $36.75, rounded to the nearest $0.05. Centerview compared this range to the Merger Consideration of $40.00 per share of Company Common Stock to be paid pursuant to the Merger Agreement.

Selected Transactions Analysis

Centerview reviewed and compared certain information relating to the following selected transactions that Centerview, based on its experience and professional judgment, deemed relevant to consider in relation to the Company and the Transaction. These transactions were selected, among other reasons, because their participants, size or other factors, for purposes of Centerview’s analysis, may be considered similar to the Transaction. Centerview used its experience, expertise and knowledge of these industries to select transactions that involved companies with certain operations, results, business mix or product profiles that, for purposes of this analysis, may be considered similar to certain operations, results, business mix or product profiles of the Company.

Centerview calculated, for each selected transaction set forth below, among other things, the enterprise value (calculated as described above) implied for the applicable target company based on the consideration

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payable in the applicable selected transaction as a multiple of the target company’s Adjusted EBITDA for the latest twelve-month period (which we refer to as “LTM”) at the time of the transaction announcement. The results of this analysis are summarized as follows:

No company or transaction used in this analysis is identical or directly comparable to the Company or the Transaction. The companies included in the selected transactions listed above were selected, among other reasons, based on Centerview’s experience and professional judgment, because they have certain characteristics that, for the purposes of this analysis, may be considered similar to certain characteristics of the Company. The reasons for and the circumstances surrounding each of the selected transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of the Company and the companies included in the selected transactions analysis. Accordingly, Centerview believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected transactions analysis. This analysis involves complex considerations and qualitative judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the selected target companies and the Company.

Based on its analysis and other considerations that Centerview deemed relevant in its professional judgment and experience, Centerview selected a reference of multiples of enterprise value to LTM Adjusted EBITDA of 17.5x to 24.5x. In selecting this range of multiples, Centerview made qualitative judgments based on its experience and professional judgment concerning differences between the business, financial and operating characteristics and prospects of the Company and the companies included in the selected transactions and other

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factors that could affect the public trading, acquisition or other values of such companies or the Company in order to provide a context in which to consider the results of the quantitative analysis. Centerview applied this range to the Company’s LTM Adjusted EBITDA of $315 million for the period ended December 31, 2017 to derive a range of implied enterprise values for the Company. Centerview subtracted from this range of implied enterprise values the Company’s net debt as of December 31, 2017, as set forth in the Internal Data, to derive a range of equity values for the Company. Centerview then divided these ranges of implied equity values by the number of fully-diluted outstanding shares of Company Common Stock as of February 20, 2018 as set forth in the Internal Data to derive a range of implied values per share of Company Common Stock of approximately $27.30 to $38.40, rounded to the nearest $0.05. Centerview compared this range to the Merger Consideration of $40.00 per share of Company Common Stock to be paid pursuant to the Merger Agreement.

Discounted Cash Flow Analysis

Centerview performed a discounted cash flow analysis of the Company based on the Forecasts and the calculations of unlevered free cash flows set forth in “The Merger — Certain Financial Projections.” A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows of the asset. “Present value” refers to the current value of future cash flows and is obtained by discounting those future cash flows by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

In performing this analysis, Centerview calculated a range of illustrative equity values for the Company by (a) discounting to present value using discount rates ranging from 8.5% to 9.5% (reflecting Centerview’s analysis of the Company’s weighted average cost of capital) and the mid-year convention: (i) the forecasted fully taxed unlevered free cash flows of the Company over the period beginning January 1, 2018 and ending on December 31, 2022, as set forth in “The Merger — Certain Financial Projections,” and (ii) a range of illustrative terminal values of the Company, calculated by Centerview applying perpetuity growth rates ranging from 2.5% to 3.5% to the Company’s fully taxed unlevered free cash flows for the terminal year (as set forth in “The Merger — Certain Financial Projections”) and (b) subtracting from the foregoing results the Company’s net debt as of December 31, 2017, as set forth in the Internal Data. Centerview divided the result of the foregoing calculations by the number of fully-diluted outstanding shares of Company Common Stock as of February 20, 2018 based on the Internal Data to derive a range of implied values per Share of approximately $32.20 to $44.30 per share of Company Common Stock, rounded to the nearest $0.05. Centerview compared this range to the Merger Consideration of $40.00 per share of Company Common Stock to be paid pursuant to the Merger Agreement.

Other Factors

Centerview noted for the Board certain additional factors solely for informational purposes, including, among other things, the following:

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General

The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. In arriving at its opinion, Centerview did not draw, in isolation, conclusions from or with regard to any factor or analysis that it considered. Rather, Centerview made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses.

Centerview’s financial analyses and opinion were only one of many factors taken into consideration by the Board in its evaluation of the Transaction. Consequently, the analyses described above should not be viewed as determinative of the views of the Board or management of the Company with respect to the Merger Consideration or as to whether the Board would have been willing to determine that a different consideration was fair. The consideration for the transaction was determined through arm’s-length negotiations between the Company and Buyer and was approved by the Board. Centerview provided advice to the Company during these negotiations. Centerview did not, however, recommend any specific amount of consideration to the Company or the Board or that any specific amount of consideration constituted the only appropriate consideration for the Transaction.

Centerview is a securities firm engaged directly and through affiliates and related persons in a number of investment banking, financial advisory and merchant banking activities. In the two years prior to the date of its written opinion Centerview was not (except for its current engagement) engaged to provide financial advisory or

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other services to the Company, and Centerview did not receive any compensation from the Company. In the two years prior to the date of its written opinion, Centerview was not engaged to provide financial advisory or other services to Buyer, and Centerview did not receive any compensation from Buyer. Centerview may provide financial advisory and other services to or with respect to the Company or Buyer or their respective affiliates and portfolio companies of such affiliates in the future, for which Centerview may receive compensation. Certain (i) of Centerview and Centerview’s affiliates’ directors, officers, members and employees, or family members of such persons, (ii) of Centerview’s affiliates or related investment funds and (iii) investment funds or other persons in which any of the foregoing may have financial interests or with which they may co-invest, may at any time acquire, hold, sell or trade, in debt, equity and other securities or financial instruments (including derivatives, bank loans or other obligations) of, or investments in, the Company, Buyer, Invus or any of their respective affiliates and portfolio companies of such affiliates, or any other party that may be involved in the Transaction.

The Board selected Centerview as its financial advisor in connection with the Transaction based on, among other things, Centerview’s overall reputation and experience as an investment banking firm generally and its knowledge of the food and consumer packaged goods industry in particular. Centerview is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Transaction.

In connection with Centerview’s services as the financial advisor to the Board, the Company has agreed to pay Centerview an aggregate fee of approximately $22 million, $3 million of which was payable upon the rendering of Centerview’s opinion and approximately $19 million of which is payable contingent upon consummation of the Transaction. In addition, the Company has agreed to reimburse certain of Centerview’s expenses arising, and to indemnify Centerview against certain liabilities that may arise, out of Centerview’s engagement.

Certain Financial Projections

The Company does not, as a matter of general practice, publicly disclose detailed internal projections of its future financial performance. The Company has, however, as part of its ordinary course strategic and business planning efforts prepared forecasts and projections for internal use, which forecasts and projections, among other things, may have informed its publicly disclosed high level financial guidance. Certain financial forecasts were prepared by the Company’s management in Fall 2017 and subsequently updated in January 2018 to take into account, among other things, fourth quarter actual results and updates to management’s revised forecast in light of such performance and additional information, including updated tax rate information (the “Financial Projections”). The Financial Projections were provided to J.P. Morgan and Centerview for use in connection with performing their respective financial analyses summarized under “Opinion of J.P. Morgan Securities LLC” and

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“Opinion of Centerview Partners LLC” above and Buyer in connection with its due diligence review. A summary of the Financial Projections is set forth below.

In conducting their respective financial analyses described above under the captions “The Merger—Opinion of J.P. Morgan Securities LLC” and “The Merger—Opinion of Centerview Partners LLC,” J.P. Morgan and Centerview undertook the following calculations utilizing the information provided by management of the Company, including the Financial Projections set forth above.

The Financial Projections were not prepared with a view to public disclosure and are included in this information statement only because such Financial Projections were made available to Buyer, Merger Sub and certain of their representatives in connection with their due diligence review of the Company, and J.P. Morgan and Centerview for use in connection with their respective financial analyses. The Financial Projections were not prepared with a view to compliance with generally accepted accounting principles as applied in the United States, the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither the Company’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the Financial Projections included below, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and express no opinion on, the Financial Projections.

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The Financial Projections included in this information statement have been prepared by the Company’s management and are subjective in many respects. Furthermore, the Financial Projections do not take into account any circumstances or events occurring after the date they were prepared. The Financial Projections are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this information statement are cautioned not to place undue reliance on this information. Although this summary of the Financial Projections is presented with numerical specificity, the projections reflect numerous variables, assumptions and estimates as to future events made by our management that our management believed were reasonable at the time the Financial Projections were prepared, taking into account the relevant information available to management at the time. However, such variables, assumptions and estimates are inherently uncertain and many of which are beyond the control of our management. Because the Financial Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. The Financial Projections reflect numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the Company’s business, all of which are difficult to predict and many of which are beyond the Company’s control. As a result, there can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. The Financial Projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the Financial Projections constitute forward-looking information and are subject to risks and uncertainties, including the various risks set forth in the Company’s Form 10-K for the year ended December 31, 2017 and the other reports filed by the Company with the SEC.

As a result, there can be no assurance that the Financial Projections will be realized, and actual results may be materially better or worse than those contained in the Financial Projections. The inclusion of this information should not be regarded as an indication that the Board, the Company, J.P. Morgan, Centerview, Buyer, Buyer’s representatives and affiliates or any other recipient of this information considered, or now considers, the Financial Projections to be predictive of actual future results.

The Financial Projections are forward-looking statements. For information on factors that may cause the Company’s future results to materially vary, see the section entitled “Cautionary Statement Regarding Forward- Looking Statements.”

Except to the extent required by applicable federal securities laws, we do not intend, and expressly disclaim any responsibility, to update or otherwise revise the Financial Projections to reflect circumstances existing after the date when management prepared the Financial Projections or to reflect the occurrence of future events or changes in general economic or industry conditions, even in the event that any of the assumptions underlying the Financial Projections are shown to be in error. By including in this document a summary of certain Financial Projections, neither the Company nor any of its representatives or advisors (including J.P. Morgan and Centerview) nor Buyer, Buyer’s representatives and affiliates makes any representation to any person regarding the ultimate performance of the Company or the surviving corporation compared to the information contained in such financial forecasts and should not be read to do so.

Financing

In connection with its entry into the Merger Agreement, Buyer has entered into the Commitment Letter with the Goldman Sachs Lenders pursuant to which and subject to the terms and conditions set forth therein, the Goldman Sachs Lenders have agreed to provide a Bridge Facility of up to $8.5 billion in the aggregate for the purpose of providing the financing necessary to fund the consideration to be paid pursuant to the terms of the Merger Agreement, refinance certain outstanding indebtedness of the Company and pay related fees and expenses. Commitments under the Bridge Facility will be reduced in equivalent amounts in respect of any Permanent Financing or upon other events specified in the Commitment Letter. The funding of the Bridge Facility is contingent on the satisfaction of certain customary conditions, including, among others:

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The obligations of Buyer and Merger Sub to complete the Merger are not subject to any financing condition.

Interests of Our Directors and Executive Officers in the Merger

You should be aware that the Company’s executive officers and directors have interests in the Merger that are different from, or in addition to, the interests of the Company stockholders generally. The Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement. These interests are described below.

Offer Letter from Buyer to William Bishop, Jr.

In connection with the Merger and subject to its consummation, Buyer has offered Mr. William Bishop, Jr. employment with the Buyer as SVP, Group President, Pet Segment, in overseeing the Blue Buffalo Pet Products business (the “Blue Buffalo Business”), effective upon closing of the Merger, with an annual base salary of $650,000.00 (consistent with Mr. Bishop’s expected 2018 base salary at the Company) and annual bonus and long-term incentive opportunities. Mr. Bishop will also be entitled to a retention bonus equal to $1,200,000.00 (the “Retention Bonus”) if Mr. Bishop remains employed with Buyer for at least twelve (12) months following the closing of the Merger and a performance-based retention bonus of up to $800,000.00, subject to certain performance objectives and Mr. Bishop’s continued employment with the Buyer through Buyer’s 2019 fiscal year. In addition, Mr. Bishop will be entitled to receive a retention stock award composed of 25% Buyer restricted stock units, 50% Buyer stock options and 25% Buyer performance share units, having a combined value equal to $800,000.00. The restricted stock units and options will have a two-year graded vesting schedule and the performance share units will have a three-year cliff vesting schedule, subject to achievement of certain performance measures. Mr. Bishop will be entitled to severance under Buyer’s Separation Pay and Benefits Program for Officers (the “Severance Plan”) and payment of the Retention Bonus if he is terminated under circumstances making him eligible for severance under the Severance Plan. Payment of the Retention Bonus will reduce the amount owed to Mr. Bishop under the Severance Plan. Mr. Bishop will be restricted from competing with the Blue Buffalo Business, soliciting customers of the Blue Buffalo Business or employees of the Buyer or the Blue Buffalo Business until the later of (x) three years following the closing of the Merger and (y) two years following Mr. Bishop’s termination of employment with Buyer. Mr. Bishop will also be restricted from disclosing any trade secrets or other confidential information about the Company or Buyer.

Long-Term Incentive Awards

On March 13, 2018, as permitted by the Merger Agreement, in connection with the Company’s fiscal year 2018 annual grant process in the ordinary course of business consistent with past practice, our compensation committee granted long-term incentive awards to certain employees thereunder, including Messrs. Bishop and

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Nathenson. These awards will become effective on April 2, 2018 and will entitle the recipients to a cash bonus based on the achievement of certain net revenue and adjusted operating income performance goals at the end of a three-year performance period. The amounts payable to Messrs. Bishop and Nathenson on achievement of the goals are $975,000 and $357,499, respectively. In the event an award recipient is terminated without cause within twelve months following a change in control of the Company, the award recipient will be entitled to payment of a pro rata portion of his or her bonus amount, based on the time such recipient was employed during the performance period.

Treatment of Company Stock Awards

Under our equity compensation program, we grant equity awards in the form of Options and RSUs to our executive officers to incentivize and reward them for our long-term corporate performance, based on the value of the Company Common Stock. Our non-employee directors are granted fully vested Restricted Stock, with a three-year holding period, as part of their annual retainer.

Options . The Merger Agreement provides that each Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time will automatically be cancelled and will only entitle the holder of such Option to receive an amount in cash equal to the product of (i) the total number of shares of Company Common Stock subject to the Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price of such Option.

RSUs . The Merger Agreement also provides that each RSU outstanding immediately prior to the Effective Time will, whether vested or unvested, automatically be cancelled and will only entitle the holder thereof to receive an amount in cash equal to the product of (i) the total number of shares of Company Common Stock subject to the RSU multiplied by (ii) the Merger Consideration.

Restricted Stock . The Merger Agreement provides that immediately prior to the Effective Time, the holding restrictions applicable to each share of Restricted Stock outstanding immediately prior to the Effective Time will automatically expire and each such share of Restricted Stock will be converted into the right to receive the Merger Consideration.

Based on equity compensation holdings as of March 15, 2018, the number of vested and unvested Options held by the executive officers are as follows: William Bishop, Jr., 119,819.00 (unvested); Mike Nathenson, 489,762.00 (vested), 69,525.00 (unvested).

Based on equity compensation holdings as of March 15, 2018, the number of unvested RSUs held by the executive officers are as follows: William Bishop, Jr., 17,998.00; Mike Nathenson, 10,461.00. None of the RSUs granted to the executive officers have vested.

Based on equity compensation holdings as of March 15, 2018, the number of fully vested shares of Restricted Stock held by our non-employee directors (as a group) are 114,051.00.

Other Interests

As of the date of this information statement, none of our other executive officers has entered into any agreement, arrangement or understanding with Buyer regarding employment with, or compensation going forward from, Buyer. Prior to the closing of the Merger, however, our other executive officers may discuss or enter into agreements, arrangements or understandings with Buyer regarding employment with, or compensation going forward from, Buyer.

Golden Parachute Compensation

In accordance with Item 402(t) of Regulation S-K of the Securities Act, the table below sets forth the compensation that is based on, or otherwise relates to, the Merger that will or may become payable to each named executive officer of the Company in connection with the Merger. For additional details regarding the terms of the payments and benefits described below, see the discussion under the caption “Interests of Our Directors and Executive Officers in the Merger” above.

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The amounts shown in the table below are estimates based on several assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table, and do not reflect certain compensation actions that may occur prior to completion of the Merger. The following table does not include any amounts that are payable to the named executive officer irrespective of the closing of the Merger. For example, the table does not include amounts that are payable with respect to Options, RSUs and Restricted Stock that are vested prior to the effective time of the Merger. For purposes of calculating such amounts, the value of the Company Common Stock was based on the Merger Consideration ($40.00 per share) and the following assumptions were used:

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Executive Employee Offer Letter

Mr. Nathenson’s offer letter with the Company provides that in the event of his termination without “cause” or for “good reason” (as such terms are defined in his offer letter) in connection with or within twelve (12) months following a change in control of the Company, subject to his signing a standard release of claims, (i) all of his unvested options will become fully vested and (ii) the Company will reimburse him for the actual cost of his continued health care coverage under the Company’s health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for the maximum period of time permitted by law.

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Directors’ and Officers’ Indemnification and Insurance

The Merger Agreement provides that for six (6) years following the Effective Time, the Company, as the surviving corporation, will maintain in effect directors’ and officers’ liability insurance in respect of acts or omissions occurring prior to the Effective Time covering each such indemnified person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to such coverage and in amounts no less favorable in any material respect than those of such policy in effect on the date of the Merger Agreement; provided, however, that Buyer and the surviving corporation will not be required to pay an aggregate premium in excess of 300% of the amount the Company paid in its last full fiscal year prior to the date of the Merger Agreement. The foregoing insurance requirement will be deemed satisfied if prepaid “tail” or “runoff” policies are obtained by the Company prior to the Effective Time or by the surviving corporation at, or after, the Effective Time with coverage as described above for a period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, provided the surviving corporation does not pay more than 300% of the annual premiums as described above.

The Merger Agreement provides that, following the Effective Time, the Company, as the surviving corporation, will indemnify and hold harmless all past and present officers and directors of the Company or any of the Company’s subsidiaries to the fullest extent permitted by applicable law, pursuant to each indemnification agreement in effect as of the date of the Merger Agreement between the Company or any of its subsidiaries and such indemnified person or the Company’s certificate of incorporation, as amended, and bylaws as in effect on the date of the Merger Agreement, subject to any limitation imposed from time to time under applicable law, for acts or omissions occurring at or prior to the Effective Time.

Retention Plan

Prior to entering into the Merger Agreement, but in anticipation of consummation of the Merger, the Company established a retention program to encourage Company employees to remain employed with the Company and the surviving corporation prior to and following the Effective Time (the “Retention Program”). The Retention Program allows for up to $6.5 million (in the aggregate) in payments of retention bonus awards. Individual awards to be made under the Retention Program will be determined by the Company’s chief executive officer in consultation with the compensation committee and the chief executive officer of Buyer. Each retention bonus will be payable on March 1, 2019, subject to the employee’s continued employment with the surviving corporation (or such other affiliate of Buyer that employs the individual after the closing of the Merger), but will be payable earlier upon any termination of such employment without “cause” (as defined in the Company’s 2015 Omnibus Incentive Plan).

Delisting and Deregistration of Company Common Stock

If the Merger is completed, the Company Common Stock will be delisted from the NASDAQ and deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC on account of the Company Common Stock.

United States Federal Income Tax Consequences of the Merger

The following is a summary of United States federal income tax consequences of the Merger generally applicable to holders of Company Common Stock who exchange their shares of Company Common Stock for cash pursuant to the Merger. The summary is based on the United States Internal Revenue Code of 1986, as amended (the “Code”), applicable United States Treasury Regulations issued thereunder, judicial authority and administrative rulings and pronouncements, all of which are subject to change, possibly with retroactive effect. The discussion applies only to holders whose shares of Company Common Stock are held as capital assets (generally, property held for investment), and does not address the tax consequences that may be relevant to holders of Company Common Stock that are subject to special tax rules, such as insurance companies, United States expatriates, controlled foreign

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corporations, passive foreign investment companies, holders subject to the alternative minimum tax, tax-exempt organizations, broker-dealers, financial institutions, cooperatives, traders in securities that elect to mark to market, United States Holders whose functional currency is not the United States dollar, holders who hold Company Common Stock through pass-through entities for United States federal income tax purposes or as part of a hedge, straddle or conversion transaction, holders deemed to sell Company Common Stock under the constructive sale provisions of the Code, holders who exercise appraisal rights, or holders who acquired Company Common Stock pursuant to the exercise of employee stock options or otherwise as compensation. Except as specifically noted below, this summary does not address any aspect of state, local or foreign taxation, and does not address any United States federal taxation other than income taxation.

For purposes of this information statement, a “United States Holder” means a beneficial owner of Company Common Stock that is a citizen or individual resident of the United States, a corporation (or any entity treated as a corporation for United States federal income tax purposes) created or organized in the United States or any state thereof (including the District of Columbia), an estate, the income of which is subject to United States federal income tax regardless of its source, or a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust, or (ii) the trust has a valid election in effect to be treated as a United States person. If a partnership (including any entity or arrangement treated as a partnership for United States federal income tax purposes) is a holder of Company Common Stock, the United States federal income tax treatment of a partner in that partnership will generally depend upon the status of the partner and the activities of the partnership. Partners should consult their own tax advisors as to the particular United States federal income tax consequences to them. The term “Non-United States Holder” refers to any beneficial owner of Company Common Stock, other than a partnership or other entity or arrangement treated as a partnership for United States federal income tax purposes, that is not a United States Holder.

The United States federal income tax consequences set forth below are included for general informational purposes only and are based upon current law as of the date hereof. Because individual circumstances may differ, each holder of Company Common Stock should consult such holder’s own tax advisor to determine the applicability of the rules discussed below to such holder and the particular tax effects of the Merger, including the application and effect of state, local, foreign income and other tax laws.

United States Holders . The receipt of the Merger Consideration by a United States Holder in exchange for shares of Company Common Stock pursuant to the Merger will be a taxable transaction for United States federal income tax purposes (and also may be a taxable transaction under applicable state, local, foreign and other income tax laws). In general, for United States federal income tax purposes, a United States Holder who receives the Merger Consideration will recognize gain or loss in an amount equal to the difference between (x) the amount of cash the United States Holder receives (determined before deduction of any applicable withholding taxes) and (y) the adjusted tax basis of the surrendered shares of Company Common Stock. A United States Holder’s adjusted tax basis generally will equal the price the United States Holder paid for such shares. Gain or loss will be calculated separately for each block of Company Common Stock converted in the Merger (generally shares acquired at the same cost in a single transaction). Such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the Company Common Stock has been held for more than one year as of the Effective Time. Long-term capital gains of non-corporate United States Holders may be eligible for reduced rates of taxation. The deductibility of capital losses is limited.

Cash consideration received by a United States Holder in the Merger may be subject to backup withholding. Backup withholding generally will apply only if the United States Holder fails to furnish a correct social security number or other taxpayer identification number, or otherwise fails to comply with applicable backup withholding rules and certification requirements. Corporations generally are exempt from backup withholding. Each United States Holder should complete and sign the Form W-9 that will be part of the letter of transmittal to be returned to the paying agent (or other agent) in order to provide the information and certification necessary to avoid backup withholding, unless an applicable exemption exists and is otherwise proved in a manner satisfactory to

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the paying agent (or other agent). Backup withholding is not an additional tax. Amounts so withheld can be credited against such holder’s federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the Internal Revenue Service, or IRS.

Non-United States Holders . Subject to the discussion below regarding backup withholding, a Non-United States Holder that receives cash for shares of Company Common Stock pursuant to the Merger generally will not be subject to United States federal income tax on any gain realized on the disposition, unless (i) such holder is an individual who is present in the United States for 183 or more days during the taxable year of the Merger and certain other conditions are met, (ii) the gain is effectively connected with the conduct of a trade or business in the United States by the Non-United States Holder (and, in the case of certain income tax treaties, is attributable to a permanent establishment or fixed base with the United States) or (iii) such holder owned, directly or under certain constructive ownership rules of the Code, more than 5% of the Company Common Stock at any time during the five-year period preceding the Merger, and the Company is or has been a “United States real property holding corporation” for United States federal income tax purposes at any time during the shorter of the five-year period preceding the Merger or the period that the Non-United States Holder held Company Common Stock. The Company believes it has not been a “United States real property holding corporation” for United States federal income tax purposes at any time during the five-year period preceding the Merger.

If you are a Non-United States Holder who is an individual and has been present in the United States for 183 or more days during the taxable year of the Merger and certain other conditions are satisfied, you will be subject to a 30% (or a lower treaty rate) tax on your net capital gains.

If you are a Non-United States Holder and your gain is effectively connected with a United States trade or business (and, in the case of certain income tax treaties, is attributable to a permanent establishment or fixed base with the United States), you will be subject to United States federal income tax on your gain on a net basis in the same manner as United States Holders. Non-United States Holders that are corporations may also be subject to a branch profits tax on their effectively connected income at a rate of 30% or such lower rate as may be specified in an applicable income tax treaty, subject to adjustments.

Backup withholding and information reporting may apply to the payment of cash to a Non-United States Holder for Company Common Stock pursuant to the Merger unless the holder certifies under penalties of perjury to its Non-United States Holder status or otherwise establishes an exemption. Backup withholding is not an additional tax. Amounts so withheld can be credited against such holder’s federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS. To avoid backup withholding, a tendering Non-United States Holder should complete IRS Form W-8BEN or other applicable IRS Form W-8.

Non-United States Holders should consult their tax advisors regarding the application of United States federal income tax laws, including information reporting and backup withholding, to their particular situations.

Regulatory Approvals

Under the Merger Agreement, we and the other parties to the Merger Agreement have agreed to use our respective reasonable best efforts to complete the transactions contemplated by the Merger Agreement as promptly as practicable, including obtaining all necessary governmental approvals.

Under the HSR Act and related rules, certain transactions, including the merger, may not be completed until notifications have been given and information furnished to the Antitrust Division and the FTC and all statutory waiting period requirements have been satisfied or early termination has been granted by the applicable agencies. On March 7, 2018, both the Company and Buyer filed their respective notification and report forms under the HSR Act and requested early termination of the initial 30-day waiting period under the HSR Act. Early termination was granted on March 16, 2018.

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At any time before or after the Effective Time of the Merger, the Antitrust Division or the FTC could take action under the antitrust laws, including seeking to prevent the Merger, to rescind the Merger or to conditionally approve the Merger upon the divestiture of assets of the Company or Buyer or subject to regulatory conditions or other remedies. In addition, U.S. state attorneys general could take action under the antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin the completion of the Merger or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under the antitrust laws under some circumstances. There can be no assurance that a challenge to the Merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

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THE MERGER AGREEMENT

This section describes the material terms and conditions of the Merger Agreement. The description in this section and elsewhere in this information statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A and is incorporated by reference into this information statement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read the Merger Agreement carefully and in its entirety. This section is not intended to provide you with factual information about the Company. Such information can be found elsewhere in this information statement and in the public filings the Company makes with the SEC, which may be obtained by following the instructions set forth in the section entitled, “Where You Can Find More Information,” beginning on page 84 .

Explanatory Note Regarding the Merger Agreement

The Merger Agreement has been included to provide you with information regarding its terms. It is not intended to provide any other factual information about the Company, Buyer or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made by the parties thereto only for purposes of that agreement and as of specific dates; were made solely for the benefit of the parties to the Merger Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement (such disclosures include information that has been included in the Company’s public disclosures, as well as additional nonpublic information); may have been made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to you. You should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or Buyer or any of their respective subsidiaries or affiliates. Additionally, the representations, warranties, covenants, conditions and other terms of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Form of Merger

Upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will be merged with and into the Company, whereupon the separate existence of Merger Sub will cease, and the Company will continue its existence under Delaware law as the surviving corporation and a wholly-owned subsidiary of Buyer.

Consummation and Effectiveness of the Merger

The Merger will become effective on such date and at such time as when the certificate of merger has been filed with the Secretary of State of the State of Delaware, or at such date and time as Buyer and the Company agree in writing and specify in the certificate of merger. The closing of the Merger will occur on the date that is the third (3rd) business day after the satisfaction or, to the extent permitted, waiver of all conditions to the consummation of the Merger set forth in the Merger Agreement, unless another time, date or place is agreed to in writing by Buyer and the Company.

Consideration to be Received in the Merger

Upon consummation of the Merger, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than Dissenting Shares, shares held in treasury or shares owned by

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Buyer, Merger Sub or any other subsidiary of Buyer or the Company, will automatically be cancelled and converted into the right to receive the Merger Consideration, upon the surrender of such shares in accordance with the Merger Agreement.

In addition, upon consummation of the Merger:

Dissenting Shares

Shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and held by any person who has not voted in favor of the Merger or consented thereto in writing and who has properly exercised and perfected appraisal rights for such shares of Company Common Stock in accordance with Section 262 of the DGCL (“Dissenting Shares”) will not be converted into the right to receive the Merger Consideration, but, instead, will be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares. If any such holder of Dissenting Shares fails to timely perfect, effectively withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL with respect to such shares, or if a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, then such shares will immediately cease to be Dissenting Shares and will be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration. The Company will provide Buyer prompt notice of any demands for appraisal, withdrawals of such demand and any other demand, notice or instrument delivered prior to the Effective Time pursuant to Section 262 of the DGCL that relate to such demand, and Buyer will have the opportunity and right to participate in all negotiations and proceedings with respect to such demands. Except with the prior written consent of Buyer, the Company will not make any payment with respect to, settle or offer to settle, or otherwise negotiate any such demands or agree to do any of the foregoing.

Procedures for Receiving Merger Consideration

Promptly after the Effective Time (but in no event later than two (2) business days thereafter or on the closing date of the Merger with respect to any stockholder holding five percent (5%) or more of the outstanding shares of Company Common Stock who has taken the appropriate steps required by the Merger Agreement, Buyer will provide, or will cause a paying agent to provide, to each holder of record of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock, and each holder of record of shares of Company Common Stock outstanding immediately prior to the Effective Time held in book-entry form, (A) transmittal materials and (B) instructions for use in effecting the surrender of shares of Company Common Stock, as applicable, in exchange for Merger Consideration.

Upon surrender of such certificates to the paying agent (or delivery of an affidavit of loss thereof in accordance with the Merger Agreement), together with a duly completed and validly executed letter of

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transmittal and such other documents as may reasonably be requested by the paying agent, the holder of such certificate will be entitled to receive, in exchange thereof, the amount of cash into which the shares of Company Common Stock theretofore represented by such certificate are converted pursuant to the Merger Agreement, and the surrendered certificate will be immediately canceled. No interest will be paid or accrued on the cash payable upon surrender of such certificates.

If any portion of the Merger Consideration is to be paid to a person other than the person in whose name the surrendered certificate is registered, it will be a condition to such payment that (i) either such certificate be properly endorsed or otherwise be in proper form for transfer and (ii) the person requesting such payment will pay to the paying agent any transfer or other tax required as a result of such payment or establish to the satisfaction of the paying agent that such tax has been paid or is not payable.

Buyer, the surviving corporation, any affiliates of the foregoing, or the paying agent will be entitled to deduct and withhold from amounts otherwise payable pursuant to the Merger Agreement to any holder of shares of Company Common Stock, Dissenting Shares, Options, RSUs, or shares of Restricted Stock, such amounts as are required to be deducted and withheld pursuant to any applicable tax laws.

Holders of record of book-entry shares will not be required to deliver a certificate or an executed letter of transmittal to the paying agent to receive the Merger Consideration. In lieu thereof, such holder will, upon receipt by the paying agent of an “agent’s message” in customary form, be entitled to receive as promptly as reasonably practicable thereafter), an amount of cash into which such book-entry shares are converted pursuant to the Merger Agreement, and such book-entry shares will be cancelled. No interest will be paid or accrued on the cash payable upon surrender or transfer of such book-entry shares.

Representations and Warranties

The Merger Agreement contains customary representations and warranties of Buyer, Merger Sub and the Company, including representations and warranties relating to, among other things:

In addition, the Merger Agreement contains the following customary representations and warranties of the Company relating to, among other things:

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The Merger Agreement also contains the following customary representations and warranties of Buyer and Merger Sub:

Certain of the representations and warranties in the Merger Agreement are qualified as to “materiality” or “Company Material Adverse Effect”. The Merger Agreement provides that a Company Material Adverse Effect means, any state of facts, circumstance, condition, event, change, development, occurrence, result or effect (each, an “Effect”) that, individually or in combination with any other Effect, (i) is or would reasonably be expected to be materially adverse to the business, financial condition, assets, liabilities or results of operations of the Company and its subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent, materially impair or materially delay the performance by the Company of its obligations under the Merger Agreement; provided, however, that in the case of clause (i), no Effect will constitute a Company Material Adverse Effect to the extent that such Effect arises out of, relates to or results form:

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Any Effect arising out of or resulting from any change or event referred to in the first six bullets above may constitute, and will be taken into account in determining the occurrence of, a Company Material Adverse Effect to the extent such Effect has, or would reasonably be expected to have, a disproportionately adverse effect on the business, financial condition, assets, liabilities or results of operations of the Company and its subsidiaries, taken as a whole, as compared to any other companies or participants that operate in the industry in which the Company and its subsidiaries operate.

Conduct of Business by the Company Prior to Consummation of the Merger

The Company agrees that prior to the Effective Time, except for matters (i) required by applicable law, (ii) undertaken with the prior written consent of Buyer (which will not be unreasonably withheld, conditioned or delayed) or (iii) expressly contemplated or required by the Merger Agreement, the Company will and will cause each of its subsidiaries to conduct in all material respects its business in the ordinary course of business, consistent with past practice, and use its commercially reasonable efforts to (A) maintain and preserve substantially intact its business organization and material assets and (B) maintain and preserve satisfactorily its material business relationships with customers, suppliers, distributors and others having material business relationships with the Company or any of its subsidiaries.

Further, the Company agrees that until the Effective Time, it will not and will cause each of its subsidiaries not to (except as may be required by applicable law, as expressly contemplated or required by the Merger Agreement or the confidential disclosures the Company delivered in connection therewith, or with the prior written approval of Buyer, such approval not to be unreasonably withheld, conditioned or delayed):

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Regulatory Filings; Efforts

The Company and Buyer will each use their reasonable best efforts to take all actions and to do all things reasonably necessary under applicable law to consummate the Merger, including (i) obtain all necessary actions, waivers, consents and approvals from governmental entities, the expiration or early termination of any applicable waiting periods, and the making of all necessary registrations and filings (including filings with governmental entities, if any) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any governmental entities, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, third parties and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of the Merger Agreement; provided, that the Company will not be required or permitted to pay, and Buyer will not be obligated to pay or agree to the Company paying, any material cash consideration to any third party from whom consent or approval is required.

Each of the Company and Buyer will (i) promptly prepare and file any notification and report forms and related material required under the HSR Act and any additional filings or notifications and related material that are necessary or proper to permit consummation of the Merger and (ii) provide or cause to be provided as promptly as practicable any information and documentary material that may be requested by the Antitrust Division, the FTC or any other governmental entity with respect to the transactions contemplated by the Merger Agreement.

The Company, Buyer and their respective subsidiaries, affiliates and counsel will provide each other with a reasonable advance opportunity to review and comment upon and consider in good faith the views of the other in connection with all communications with a governmental entity in connection with the transactions contemplated by the Merger Agreement and will promptly inform each other of any material communication with any governmental entity in connection with the transactions contemplated by the Merger Agreement and promptly furnish each other with copies of all such material correspondences, filings and written communications.

Notwithstanding anything to the contrary, Buyer will not be required to, and the Company will not, without the prior written consent of Buyer, offer, propose, agree, or commit (i) to sell, divest, hold separate, license,

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cause a third party to acquire, or otherwise dispose of any of the respective affiliates of the Company or Buyer or any of their respective operations, divisions, businesses, product lines, customers, assets, properties or rights, prior to, contemporaneously with or after the closing of the Merger, (ii) to take any other actions that may limit Buyer’s, its affiliates’, the Company’s or its affiliates’ conduct in any way or any of the foregoing’s freedom of action with respect to, or ability to retain, one or more of its operations, divisions, businesses, products lines, customers, assets, properties or rights or (iii) to enter into any order, consent decree or other agreement to effectuate the foregoing except to the extent that such actions set forth in clauses (i) through (iii) above would not be reasonably likely to result in, either individually or in the aggregate, a material adverse effect on the business, assets, liabilities, financial condition or results of operations of the Company.

Furthermore, Buyer will not, and will cause its affiliates not to, acquire or agree to acquire, in any manner, any business, person or assets, or take any other action, if the entering into of a definitive agreement relating to, or the consummation of such acquisition or other action, would reasonably be expected to (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any authorizations, consents, orders or declarations of any governmental entity necessary to consummate the transactions contemplated by the Merger Agreement or the expiration or termination of any applicable waiting period; (ii) materially increase the risk of any governmental entity entering an order prohibiting the consummation of the transactions contemplated by the Merger Agreement; (iii) materially increase the risk of not being able to remove any such order on appeal or otherwise or (iv) materially delay or prevent the consummation of the transactions contemplated by the Merger Agreement.

Written Consent

As soon as practicable following receipt of the Written Consent, the Company will provide Buyer with a copy of such Written Consent. The Written Consent was delivered on February 22, 2018 shortly after the execution of the Merger Agreement.

No Solicitation

The Company agrees that (i) it and its officers and directors will not and (ii) will direct and otherwise use reasonable best efforts to cause its and their other representatives not to, directly or indirectly:

The Merger Agreement provides that the term “Acquisition Proposal” means any offer or proposal (other than an offer or proposal made or submitted by or on behalf of Buyer, Merger Sub or their respective affiliates) regarding, or that would reasonably be expected to lead to, an Acquisition Transaction.

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The Merger Agreement provides that the term “Acquisition Transaction” means any transaction (including any single- or multi-step transaction) or series of transactions with a person or “group” (as defined in the Exchange Act) relating to:

From and after the execution and delivery of the Merger Agreement, the Company will, and will cause its affiliates and will direct its and their respective representatives to:

Superior Proposal

Notwithstanding the restrictions described above, if at any time prior to 11:59 p.m. Eastern Time on March 24, 2018 the Company receives an unsolicited, written bona fide Acquisition Proposal, the Company has not breached its obligations pursuant to the no-solicitation covenant of the Merger Agreement, and if the Board determines in good faith, after consultation with the Company’s outside legal counsel and outside financial advisors, that such Acquisition Proposal constitutes, or would reasonably be expected to lead to or result in, a Superior Proposal (as defined below), then the Company, Board and its representatives may, until the Alternative Transaction End Time engage in negotiations or discussions with and furnish information with respect to the Company and its subsidiaries to the third party making such Acquisition Proposal pursuant to an acceptable confidentiality agreement and provided that all such information has previously been provided to Buyer or is provided to Buyer promptly (and in no event later than twenty-four (24) hours) following it being furnished to such third party. The Company will give Buyer written notice of such determination promptly after the Board makes any such determination described in the previous sentence (and in no event later than twenty-four (24) hours).

With respect to the Company receiving an Acquisition Proposal, the Company will promptly (and in any event within one (1) business day) advise Buyer in writing of:

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The Merger Agreement provides that the term “Alternative Transaction End Time” means March 24, 2018 unless prior to such date, the Company has delivered to Buyer a Superior Proposal Notice (as defined below) in accordance with the terms of the Merger Agreement, in which case the Alternative Transaction End Time will be extended solely with respect to the third party making the Superior Proposal set forth in such Superior Proposal Notice, and the Company may continue to engage in the activities with such third party and its representatives that would otherwise be permitted under the Merger Agreement, until the earlier of (x) 11:59 p.m. Eastern Time on the next calendar day following the three (3) business day period (or two (2) business day period if such Superior Proposal Notice is delivered prior to such time in response to a change in material terms) contemplated by the Merger Agreement and (y) the time of withdrawal or termination of the Superior Proposal set forth in such Superior Proposal Notice.

If, in response to an unsolicited, written bona fide Acquisition Proposal, the Board determines in good faith (after consultation with its outside legal counsel and financial advisors), that such Acquisition Proposal constitutes a Superior Proposal and the failure to approve such Superior Proposal would reasonably be expected to be inconsistent with its fiduciary duties under applicable law, the Company may terminate the Merger Agreement; provided that the Company has:

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The Merger Agreement provides that the term “Superior Proposal” means any bona fide written Acquisition Proposal, (provided, that for purposes of this definition, the references to “at least fifteen percent (15%)” in the definition of Acquisition Transaction will be deemed to be references to “more than fifty percent (50%)”) made by a third party that the Board determines in good faith, after consultation with the Company’s outside financial advisors and outside legal counsel, and considering all the relevant terms of the Acquisition Proposal (including the legal, financial and regulatory aspects of such proposal, the identity of the third party making such proposal, whether the financing for such proposal is fully committed and reasonably likely to be obtained and the conditions for completion of such proposal), (i) would, if consummated, result in a transaction that is more favorable, from a financial point of view, to the holders of Company Common Stock than the transactions contemplated by the Merger Agreement (after giving effect to all Proposed Changed Terms) and (ii) is reasonably expected to be consummated (if accepted).

Nothing in the Merger Agreement prohibits the Company from taking and disclosing to its stockholders a position pursuant to SEC rules with respect to a tender or exchange offer by a third party or any similar disclosure to its stockholders if the Board determines (after consultation with its outside counsel) that failure to do so would be inconsistent with its obligations under applicable law, subject to compliance with the procedures set forth above in connection with a change of recommendation.

Change of Recommendation

The Board and any committee thereof cannot:

Notwithstanding anything to the contrary in the Merger Agreement, at any time prior to the receipt of the Written Consent by the Company, in the event a material development or material change in circumstances (other than relating to an Acquisition Proposal, Acquisition Transaction or Superior Proposal) occurs or arises after the date of the Merger Agreement that was not known and not reasonably foreseeable by the Board as of the date of the Merger Agreement, the Board may make a Change in Recommendation if the Board determines in

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good faith, after consultation with the Company’s outside legal counsel and financial advisors, that the failure to take such action would reasonably be expected to be inconsistent with the Board’s fiduciary duties under applicable law; provided, that the Company provided Buyer three (3) business days’ prior written notice advising Buyer of its intention to take such action and specifying, in reasonable detail, the reasons for such action and during such three (3) business day period:

Employees

Following the Effective Time and continuing through December 31, 2018, Buyer will or will cause the surviving corporation to provide each of the Company’s employees that remain employees of the surviving corporation or any of its subsidiaries with employee benefits (excluding equity-based compensation) that are at least as favorable, in the aggregate, to the employee benefits (excluding equity-based compensation) provided to such employees immediately prior to the Merger. Following the Effective Time and continuing for a period of one year, Buyer will or will cause the surviving corporation to provide each of the Company’s employees that remain employees of the surviving corporation or any of its subsidiaries (i) at least the same level of hourly salary or base wages and annual target bonus opportunity as provided to such employee immediately prior to the Effective Time, (ii) such equity-based compensation and other long-term incentive compensation substantially similar to that provided to similarly situated employees of Buyer and (iii) severance benefits that are no less favorable than the severance benefits provided to similarly situated employees of Buyer.

Buyer will give (or cause the surviving corporation to give) the Company employees full credit for such employees’ service with the Company for purposes of eligibility and vesting, but not for purposes of benefit accruals (except for vacation and severance) or for purposes of any plan, program or arrangement (x) under which similarly situated employees of Buyer and its subsidiaries do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation, under any benefit plans made generally available to employees maintained by Buyer or the surviving corporation in which an employee participates to the same extent recognized by the Company immediately prior to the consummation of the Merger, provided, however, that such service will not be recognized to the extent that such recognition would result in a duplication of benefits with respect to the same period of service.

With respect to any plan that provides medical, dental or vision insurance benefits, for the plan year in which any Company employee is first eligible to participate following the Effective Time, Buyer will use reasonable best efforts to (A) cause any pre-existing condition limitations or eligibility waiting periods under such plan to be waived with respect to such employee to the extent such limitation would have been waived or satisfied under the Company benefit plan in which such employee participated immediately prior to the Effective Time, and (B) credit each employee for an amount equal to any medical, dental or vision expenses incurred by such employee in the year that includes the date of the closing of the Merger (or, if later, the year in which such employee is first eligible to participate in such plan) for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such plan to the extent such expenses would have been credited under the Company benefit plan in which such employee participated immediately prior to the Effective Time. Such credited expenses will also count toward any annual or lifetime limits, treatment or visit limits or similar limitations that apply under the terms of the applicable plan.

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Indemnification and Insurance

For six (6) years following the Effective Time, the Company, as the surviving corporation will maintain directors’ and officers’ liability insurance in respect of acts or omissions occurring prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to such coverage and amount no less favorable in any material respect than those of such policy in effect on the date of the Merger Agreement; provided, however, that Buyer and the surviving corporation will not be required to pay an aggregate premium in excess of 300% of the amount the Company paid in its last full fiscal year prior to the date of the Merger Agreement. The foregoing insurance requirement will be deemed satisfied if prepaid “tail” or “runoff” policies are obtained by the Company prior to the Effective Time or by the surviving corporation at, or after, the Effective Time, which policies provide each such person currently covered by the Company’s officers’ and directors’ liability insurance policy with coverage and amount no less favorable in any material respect than those of such policy in effect on the date of the Merger Agreement for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, in respect of the transactions contemplated thereby, provided that the surviving corporation does not pay more than 300% of the annual premiums as described above. If requested by Buyer, the Company will cooperate with Buyer to obtain such tail or runoff policies as of the Effective Time.

From and after the Effective Time, the Company, as the surviving corporation, will indemnify and hold harmless each past and present officers and directors of the Company or any of the Company’s subsidiaries, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or awards paid in settlement incurred in connection with any actual or threatened proceeding, arising out of, relating to or in connection with matters existing or occurring at or prior to the Effective Time by virtue of the fact that such person is or was a director or officer of the Company or any of its subsidiaries, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by applicable law, pursuant to each indemnification agreement in effect as of the date of the Merger Agreement between the Company or any of its subsidiaries and such indemnified person or the Company’s certificate of incorporation, as amended, and bylaws in effect on the date of the Merger Agreement, subject to any limitation imposed from time to time under applicable law.

Financing Covenant; Company Cooperation

Buyer will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange and obtain the debt financing pursuant to the Commitment Letter (the “Bridge Financing”), or the Permanent Financing in lieu thereof on the terms and conditions described in the Commitment Letter, including using reasonable best efforts to enforce its rights and exercise any remedies under the Commitment Letter. Buyer will keep the Company reasonably informed on a timely basis of the status of its efforts to obtain the Bridge Financing or Permanent Financing and will give the Company prompt notice of any fact, change, event or circumstance that is reasonably likely to have, individually or in the aggregate, a material adverse impact on any portion of the Bridge Financing or Permanent Financing necessary for the satisfaction of all of Buyer’s obligations under the Merger Agreement.

Buyer has also agreed not to permit certain amendments, replacements, modifications, assignments, terminations, waivers, reductions or substitutions under the Commitment Letter without the Company’s prior written consent. In addition, if any portion of the Bridge Financing becomes unavailable, other than as a result of the availability of proceeds from the Permanent Financing, Buyer will (i) give the Company prompt written notice when it becomes aware of such event and (ii) use reasonable best efforts to arrange alternative financing, including from alternative sources, in an amount sufficient to consummate the transactions contemplated by the Merger Agreement, provided that Buyer is not obligated to obtain alternative financing on terms and conditions materially less favorable to Buyer in the aggregate than the Bridge Financing contemplated by the Merger Agreement.

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The Company and its subsidiaries will use reasonable best efforts to, and will use reasonable best efforts to cause their respective representatives to, cooperate with Buyer as necessary in connection with the Bridge Financing and Permanent Financing as may be reasonably requested by Buyer.

Other Covenants and Agreements

The Merger Agreement contains other covenants and agreements, in which each of Buyer and the Company covenants or agrees to:

In addition, the Company will:

Conditions to Consummation of the Merger

The obligation of each party to consummate the Merger are subject to the satisfaction or, to the extent not prohibited by applicable law, waiver of, as of the closing of the Merger, of the following conditions:

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The obligation of Buyer and Merger Sub to consummate the Merger are further subject to satisfaction or, to the extent not prohibited by applicable law, waiver of, as of the closing of the Merger of, among other things, the following additional conditions:

The obligations of the Company to consummate the Merger are further subject to satisfaction or, to the extent not prohibited by applicable law, waiver, as of the closing of the Merger of, among other things, the following additional conditions:

Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to the consummation of the Merger by the mutual written consent of Buyer and the Company.

In addition, the Merger Agreement may be terminated by either Buyer or the Company:

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The Merger Agreement also may be terminated by Buyer:

The Merger Agreement also may be terminated by the Company:

The Merger Agreement also provided that Buyer could have terminated the Merger Agreement if the Written Consent was not been executed and delivered to Buyer within twenty-four (24) hours following execution of the Merger Agreement; however, this termination provision expired following delivery of the Written Consent on February 22, 2018.

Termination Fees and Expenses

Fees Payable by the Company . The Company will pay Buyer (or its designee) a termination fee of $234 million (the “Termination Fee”) if the Merger Agreement is terminated as follows:

Expenses: Except as otherwise provided in the Merger Agreement, all costs and expenses incurred in connection with the Merger Agreement will be paid by the party incurring such cost or expense, except that any filing fees paid to the FTC or the Antitrust Division in connection with filings made pursuant to the HSR Act will be paid by Buyer.

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Amendment and Waiver

The Merger Agreement may be amended, modified or waived at any time by the respective boards of directors of the parties if such amendment, modification or waiver is in writing and signed, in the case of an amendment, by each party to the Merger Agreement, or, in the case of a waiver, by each party against whom the waiver is effective, provided that following receipt of the Written Consent, no such amendment, modification or waiver may be made that requires the approval of the stockholders of the Company under the DGCL unless such further approval is obtained.

The failure of any party to the Merger Agreement to exercise any of its rights, powers or privileges under the Merger Agreement will operate as a waiver thereof, nor will any single or partial exercise of such rights, powers or privileges under the Merger Agreement preclude any other or further exercise thereof. Certain amendments that are adverse to any debt financing source will not be effective without the written consent of the lenders thereunder.

Specific Performance

The parties to the Merger Agreement are entitled to an injunction or injunctions to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement in the Court of Chancery of the State of Delaware and any states appellate court therefrom, or, such courts do not have proper jurisdiction, the Federal District Court located in Wilmington, Delaware, and any appellate court therefrom, and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity.

Governing Law

The Merger Agreement and any proceedings arising out of or related thereto will be governed by and construed in accordance with the applicable law of the State of Delaware, including all matters of construction, validity and performance, without regard to the conflicts of law rules of such State that would refer a matter to the laws of another jurisdiction. Notwithstanding the foregoing, except to the extent relating to the interpretation of any provisions of the Merger Agreement, any proceeding to which the debt financing sources are a party in connection with the Merger Agreement or any of the transactions contemplated thereby or that may be based upon, arise out of or relate to the Commitment Letter or financing will be governed by and construed in accordance with the applicable law of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause application of the applicable law of any jurisdiction other than the State of New York.

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SUPPORT AGREEMENT

The summary of the material provisions of the Support Agreements (as defined below) set forth below and elsewhere in this information statement is qualified in its entirety by reference to the Support Agreements , the form of which is attached to this information statement as Annex E and which is incorporated by reference in this information statement. The rights and obligations of the parties are governed by the express terms and conditions of the Support Agreements and not by this discussion, which is summary by nature. This summary does not purport to be complete and may not contain all of the information about the Support Agreement that is important to you. We encourage you to read the form of Support Agreement carefully in its entirety, as well as this information statement and any documents incorporated herein by reference.

Concurrently with the execution of the Merger Agreement, each of the Majority Stockholders, who collectively are the record owners of 101,294,224 shares of Company Common Stock (which excludes shares of Company Common Stock held by such Majority Stockholder in street name) entitled to vote on the adoption of the Merger Agreement, entered into a support agreement with Buyer (each, a “Support Agreement”). Each Support Agreement provides that immediately following the execution of the Support Agreement and the Merger Agreement, the Majority Stockholders are required to execute and deliver to the Company (with a copy to Buyer) the Written Consent. Following the execution of the Merger Agreement, on February 22, 2018, the Majority Stockholders, collectively owning approximately 51.8% of the shares of Company Common Stock issued and outstanding on such date, executed and delivered the Written Consent.

The Support Agreement further provides that, during the term of the Support Agreement, each Majority Stockholder must, among other things, vote (or deliver a duly executed written consent with respect thereto) all of the shares of Company Common Stock such Majority Stockholder is entitled to vote (or deliver a duly executed written consent with respect thereto) (i) in favor of adopting the Merger Agreement, (ii) against any Acquisition Proposal, without regard to the terms of such Acquisition Proposal, or any other proposal, agreement or action made in opposition to the adoption of the Merger Agreement, (iii) against any action that would reasonably be expected to result in a breach by the Company of the Merger Agreement or any of the conditions to closing set forth there in not being satisfied, (iv) against any action that would change the capitalization of the Company, except as expressly contemplated by the Merger Agreement or consented to in writing by Buyer and (v) against any other action that is intended or could prevent, impede or, in any material respect, interfere with or delay the transactions contemplated by the Merger Agreement.

Each Majority Stockholder has also agreed to waive and not exercise any appraisal or right to dissent from the merger that it may have under applicable law. While the Support Agreement remains in effect, each Majority Stockholder is prohibited from transferring any shares of Company Common Stock beneficially owned by such Majority Stockholder (excluding shares of Company Common Stock or options, warrants and other rights to purchase shares of voting capital stock or other voting equity interests of the Company or any securities convertible into or exchangeable for such shares or equity interests held by such Majority Stockholder in street name), subject to certain exceptions. Each Majority Stockholder has also agreed that it will not, and that such Majority Stockholder will cause its affiliates and representatives not to, directly or indirectly (i) initiate, solicit, or knowingly encourage, or knowingly facilitate the submission or making of, any Acquisition Proposal, (ii) other than informing third parties of the existence of the non-solicitation provision in the Support Agreement, participate or engage in negotiations or discussions, or furnish any information concerning the Company or any of its subsidiaries to, any third party relating to any Acquisition Proposal or Acquisition Transaction, (iii) enter into any contract or other agreement for any Acquisition Proposal or Acquisition Transaction, (iv) enter into any contract or other agreement to reimburse any third party for costs, expenses or other liabilities incurred in connection with making (or evaluating for the purpose of making) a potential Acquisition Proposal or Acquisition Transaction or (v) enter into any agreement that would prevent such Majority Stockholder from complying with any provision of this covenant. Each Majority Stockholder has agreed to promptly (and in any event within one (1) business day following receipt) advise Buyer in writing in the event that prior to the Alternative Transaction End Time, such stockholder or, if applicable, its affiliates or representatives, receives any

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bona fide Acquisition Proposal, and in connection with such notice, provide to Buyer the material terms and conditions (including the identity of the third party making any such Acquisition Proposal, copies of any documentation and a written summary of any oral proposals) of any such Acquisition Proposal; provided that such Majority Stockholder’s obligation pursuant to this sentence will be satisfied if the Company provides a notification with respect to such Acquisition Proposal pursuant to the terms of the Merger Agreement.

Each Support Agreement will terminate automatically upon the earliest of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms and (iii) any amendment to the Merger Agreement effected without the consent of such Majority Stockholder that is adverse to such Majority Stockholder.

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MARKET PRICE OF OUR STOCK

Company Common Stock began trading on the NASDAQ under the symbol “BUFF” on July 27, 2015. Prior to that, there was no public market for Company Common Stock. As of March 15, 2018, 195,584,998 shares of Company Common Stock were issued and outstanding, held by approximately 28,122 stockholders of record.

The following table sets forth the reported high and low sales prices per share of Company Common Stock on the NASDAQ for the periods indicated.

The closing sale price of Company Common Stock on the NASDAQ on February 13, 2018, the last trading day before the publication of an article suggesting that the Company was for sale, was $33.05. The closing sale price of Company Common Stock on the NASDAQ on February 22, 2018, which was the last trading day before we announced the Merger, was $34.12. On [•], 2018, the last practicable trading day before the date of this information statement, the closing price of Company Common Stock on the NASDAQ was $[•]. You are encouraged to obtain current market quotations for Company Common Stock.

We have never paid dividends on outstanding Company Common Stock. The terms of the Merger Agreement do not allow us to declare or pay a dividend between February 22, 2018 and the earlier of the consummation of the Merger or the termination of the Merger Agreement. Following the Merger there will be no further market for the Common Stock.

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APPRAISAL RIGHTS

The discussion of the provisions set forth below is not a complete summary regarding your appraisal rights under Delaware law and is qualified in its entirety by reference to the full text of Section 262 of the DGCL which is attached to this information statement as Annex D . Stockholders intending to exercise appraisal rights should carefully review Annex D in its entirety. Failure to follow precisely any of the statutory procedures set forth in Section 262 of the DGCL will result in a loss of these rights.

Under the DGCL, holders of shares of Company Common Stock who did not consent to the adoption of the Merger Agreement, who submit a demand for appraisal rights and who otherwise follow the procedures set forth in Section 262 of the DGCL will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of those shares, together with interest, if any, to be paid upon the amount determined to be “fair value,” but exclusive of any element of value arising from the accomplishment or expectation of the Merger. To exercise and perfect appraisal rights, a record holder of shares of Company Common Stock must follow precisely the statutory procedures required to be followed by a stockholder to perfect appraisal rights by Section 262 of the DGCL.

Section 262 of the DGCL is reprinted in its entirety as Annex D to this information statement. Set forth below is a summary description of Section 262 of the DGCL. The following is intended as a brief summary of the material provisions of statutory procedures required to be followed by a stockholder to perfect appraisal rights under Section 262 of the DGCL. This summary, however, is not a complete statement of all applicable requirements and is qualified in its entirety by reference to the full text of Section 262 of the DGCL, which is attached to this information statement as Annex D . All references in Section 262 and this summary to “stockholder” are to the record holder of the shares of Company Common Stock as to which appraisal rights are asserted. Failure to comply strictly with the procedures set forth in Section 262 of the DGCL will result in the loss of appraisal rights.

Under Section 262 of the DGCL, where a merger is adopted by stockholders acting by written consent in lieu of a meeting of the stockholders, then either the corporation, before the effective time of the merger or the surviving corporation within ten (10) days thereafter, shall notify each of its stockholders who are entitled to appraisal rights of the approval of the merger and that appraisal rights are available for any or all shares of such stock of the corporation, and shall include in such notice a copy of Section 262 of the DGCL. For purposes of determining the stockholders entitled to receive the notice required under Section 262 of the DGCL, each constituent corporation may fix in advance, a record date that shall not be more than ten (10) days prior to the date notice is given, provided, that if the notice is given on or after the effective date of the merger, the record date shall be such effective date. If no record date is fixed in advance and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given. This information statement constitutes such notice to the holders of shares of Company Common Stock and Section  262 of the DGCL is attached to this information statement as Annex D. Any stockholder who wishes to exercise such appraisal rights or who wishes to preserve his, her or its right to do so should review the following discussion and Annex D carefully, because failure to timely and properly comply with the procedures specified will result in the loss of appraisal rights under the DGCL.

Holders of shares of Company Common Stock who desire to exercise their appraisal rights must deliver to the Company a written demand for appraisal of their shares of Company Common Stock no later than twenty (20) days after the date of mailing of this Notice of Written Consent and Appraisal Rights and Information Statement, or [●], 2018. A demand for appraisal will be sufficient if it reasonably informs the Company of the identity of the stockholder and that such stockholder intends thereby to demand appraisal of such stockholder’s shares of Company Common Stock in connection with the Merger. If you wish to exercise your appraisal rights you must be the record holder of such shares of Company Common Stock on the date the written demand for appraisal is made and you must continue to hold such shares of Company Common Stock through the Effective Time. Accordingly, a stockholder who is the record holder of shares of Company Common Stock on the date the

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written demand for appraisal is made, but who thereafter transfers such shares prior to the Effective Time, will lose any right to appraisal in respect of such shares.

All written demands for appraisal of shares of Company Common Stock must be mailed or delivered to: Blue Buffalo Pet Products, Inc., 11 River Road, Wilton, Connecticut 06897, Attention: General Counsel. Only a holder of record of shares of Company Common Stock is entitled to demand an appraisal of the shares registered in that holder’s name. Accordingly, to be effective, a demand for appraisal by a stockholder of shares of Company Common Stock (a) must be made by, or in the name of, the record stockholder, fully and correctly, as the stockholder’s name appears on the stockholder’s stock certificate(s) or in the transfer agent’s records, in the case of uncertificated shares, (b) should specify the stockholder’s mailing address and the number of shares registered in the stockholder’s name, and (c) must state that the person intends thereby to demand appraisal of the stockholder’s shares in connection with the Merger. The demand cannot be made by the beneficial owner if he or she is not the record holder of the shares of Company Common Stock. The beneficial holder must, in such cases, have the registered owner, such as a bank, brokerage firm, trust or other nominee, submit the required demand in respect of those shares of Company Common Stock. If you hold your shares of Company Common Stock through a bank, brokerage firm, trust or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm, trust or the other nominee to determine the appropriate procedures for the making of a demand for appraisal by the bank, brokerage firm, trust or the other nominee. A person having a beneficial interest in shares held of record in the name of another person, such as a broker, bank, trust or other nominee, must act promptly to cause the record holder to follow properly and in a timely manner the steps necessary to perfect appraisal rights in accordance with Section 262 of the DGCL.

If shares of Company Common Stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of a demand for appraisal should be made by the fiduciary in that capacity. If the shares of Company Common Stock are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or for all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, he or she is acting as agent for the record owner. A record owner, such as a bank, brokerage firm, trust or other nominee, who holds shares of Company Common Stock as a nominee for others, may exercise his or her right of appraisal with respect to the shares of Company Common Stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares of Company Common Stock as to which appraisal is sought. If you hold shares of Company Common Stock through a broker who in turn holds the shares through a central securities depository nominee, such as Cede & Co., a demand for appraisal of such shares of Company Common Stock must be made by or on behalf of the depository nominee and must identify the depository nominee as record holder. Where no number of shares of Company Common Stock is expressly mentioned, the demand will be presumed to cover all shares of Company Common Stock held in the name of the record owner.

Within ten (10) days after the Effective Time, the surviving corporation in the Merger must give written notice that the Merger has become effective to each of the Company’s stockholders; provided that if such notice is sent more than twenty (20) days following the sending of this notice, such notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded an appraisal of such holder’s shares in accordance with Section 262 of the DGCL. At any time within sixty (60) days after the Effective Time, any stockholder who has demanded an appraisal, but has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the demand and accept the Merger Consideration for that stockholder’s shares of Company Common Stock by delivering to the surviving corporation a written withdrawal of the demand for appraisal. Any such attempt to withdraw the demand and accept the Merger Consideration made more than sixty (60) days after the Effective Time will require written approval of the surviving corporation. Unless the demand is properly withdrawn by the stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party within sixty (60) days after the Effective Time, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the

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approval of the Delaware Court of Chancery, with such approval conditioned upon such terms as the Delaware Court of Chancery deems just. If the surviving corporation does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any stockholder who withdraws such stockholder’s right to appraisal in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding, the stockholder will be entitled to receive only the appraised value of such stockholder’s shares as determined in any such appraisal proceeding, which value could be less than, equal to or more than the Merger Consideration.

Within one hundred twenty (120) days after the Effective Time, but not thereafter, either the surviving corporation or any stockholder who has complied with the requirements of Section 262 of the DGCL and is entitled to appraisal rights under Section 262 of the DGCL may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares of Company Common Stock held by all stockholders entitled to appraisal. Upon the filing of the petition by a stockholder, service of a copy of such petition shall be made upon the surviving corporation. The surviving corporation has no obligation to file such a petition, has no present intention to file a petition and holders of shares of Company Common Stock should not assume that the surviving corporation will file a petition.

Accordingly, it is the obligation of the holders of shares of Company Common Stock to initiate all necessary action to perfect their appraisal rights in respect of shares of Company Common Stock within the time prescribed in Section 262 of the DGCL and the failure of a stockholder to file such a petition within the period specified in Section 262 of the DGCL will result in a loss of such stockholder’s appraisal rights. In addition, within one hundred twenty (120) days after the Effective Time, any stockholder who has properly complied with the requirements of Section 262 of the DGCL will be entitled to receive from the surviving corporation, upon written request, a statement setting forth the aggregate number of shares of Company Common Stock not voted in favor of the Merger Agreement and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. The statement must be mailed within ten (10) days after such written request has been received by the surviving corporation or within ten (10) days after the expiration of the period for delivery of demands for appraisal, whichever is later. A person who is the beneficial owner of shares of Company Common Stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition for appraisal or request from the surviving corporation such statement.

If a petition for appraisal is duly filed by a stockholder and a copy of the petition is delivered to the surviving corporation, then the surviving corporation will be obligated, within twenty (20) days after receiving service of a copy of the petition, to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares of Company Common Stock and with whom agreements as to the value of their shares of Company Common Stock have not been reached by the surviving corporation. After notice to stockholders who have demanded appraisal, if such notice is ordered by the Delaware Court of Chancery, the Delaware Court of Chancery is empowered to conduct a hearing upon the petition and to determine those stockholders who have complied with Section 262 of the DGCL and who have become entitled to the appraisal rights provided by Section 262 of the DGCL. The Delaware Court of Chancery may require stockholders who hold stock represented by certificates and who have demanded payment for their shares of Company Common Stock to submit their stock certificates to the Register in Chancery for notation of the pendency of the appraisal proceedings, and if any stockholder fails to comply with that direction, the Delaware Court of Chancery may dismiss the proceedings as to that stockholder. In addition, the Delaware Court of Chancery will dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares of Company Common Stock entitled to appraisal exceeds 1% of the outstanding shares of Company Common Stock, or (2) the value of the consideration provided in the Merger for such total number of shares of Company Common Stock exceeds $1 million.

Upon application by the surviving corporation or by any stockholder entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. After determination of the stockholders entitled to

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appraisal of their shares of Company Common Stock, the appraisal proceeding shall be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Delaware Court of Chancery will determine the fair value of the shares of Company Common Stock, as of the Effective Time after taking into account all relevant factors exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. When the fair value has been determined, the Delaware Court of Chancery will direct the payment of such value upon surrender of the certificates representing shares of Company Common Stock, in the case of holders of shares of Company Common Stock represented by certificates, and forthwith, in the case of holders of book-entry shares. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving corporation may pay to each holder of shares of Company Common Stock entitled to appraisal an amount in cash, in which case interest shall accrue thereafter only upon the sum of (a) the difference, if any, between the amount so paid and the fair value of the shares of Company Common Stock as determined by the Delaware Court of Chancery and (b) interest theretofore accrued, unless paid at that time.

You should be aware that an investment banking opinion as to the fairness from a financial point of view of the consideration to be received in a sale transaction, such as the Merger, is not an opinion as to fair value under Section 262 of the DGCL. Although we believe that the Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration. Moreover, we do not anticipate offering more than the Merger Consideration to any stockholder exercising appraisal rights and reserve the right to assert, in any appraisal proceeding, that, for purposes of Section 262 of the DGCL, the “fair value” of a share of Company Common Stock is less than the Merger Consideration. In determining “fair value,” the Court is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which were known or which could be ascertained as of the date of the Merger which throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.” In addition, the Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenting stockholder’s exclusive remedy.

Costs of the appraisal proceeding (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and imposed upon the parties participating in the appraisal proceeding by the Delaware Court of Chancery, as it deems equitable in the circumstances. Upon the application of a stockholder, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts used in the appraisal proceeding, to be charged pro rata against the value of all shares of Company Common Stock entitled to appraisal. Any stockholder who demanded

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appraisal rights will not, after the Effective Time, be entitled to vote shares of Company Common Stock subject to that demand for any purpose or to receive payments of dividends or any other distribution with respect to those shares of Company Common Stock, other than with respect to payment as of a record date prior to the Effective Time. If no petition for appraisal is filed within one hundred twenty (120) days after the Effective Time, or if the stockholder otherwise fails to perfect, successfully withdraws or loses such holder’s right to appraisal, then the right of that stockholder to appraisal will cease and that stockholder’s shares of Company Common Stock will be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration, without interest thereon. A stockholder will fail to perfect, or effectively lose, the right to appraisal if no petition for appraisal is filed within one hundred twenty (120) days after the Effective Time. In addition, as indicated above, a stockholder may withdraw his, her or its demand for appraisal in accordance with Section 262 of the DGCL at any time within sixty (60) days after the Effective Time (or thereafter with the written approval of the Company) and accept the Merger Consideration offered pursuant to the Merger Agreement. Once a petition for appraisal has been filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any stockholder of the Company without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just; provided, that such restriction shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined the appraisal proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the Merger Consideration within sixty (60) days after the Effective Time. Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL will result in the loss of a stockholder’s statutory appraisal rights.

In view of the complexity of Section 262 of the DGCL, the Company’s stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors.

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