Campbell and Sovos Brands Certify Substantial Compliance with Second Request from FTC; Begins the Start of 30-Day Waiting Period
13 Febrero 2024 - 3:30PM
Campbell Soup Company (NYSE: CPB) and
Sovos Brands, Inc. (NASDAQ: SOVO) today announced
that both companies have certified substantial compliance with the
Request for Additional Information and Documentary Materials
("Second Request") issued by the Federal Trade Commission (FTC)
regarding Campbell’s proposed acquisition of Sovos Brands.
The certification of substantial compliance triggers the start
of a 30-day waiting period which is expected to expire on March 11,
2024, after which the sale can be finalized. Subject to the
satisfaction or waiver of customary closing conditions, the
companies expect to complete the transaction within days of the
March 11, 2024 expiration date.
“We’re excited to be one step closer to completing the
acquisition and welcoming the talented Sovos Brands employees to
Campbell’s team,” said Campbell’s President and CEO Mark Clouse.
“The Sovos Brands portfolio strengthens our Meals & Beverages
division, and paired with our fast-growing Snacks division, will
create one of the best portfolios in the industry and make Campbell
one of the most dependable, growth-oriented names in food.”
“We are delighted to reach this critically important milestone
in the completion of the acquisition. We remain highly confident in
Campbell’s ability to continue bringing our products to more
households and further building on our track record as one of the
fastest growing food companies of scale in the United States,”
commented Todd Lachman, Founder and Chief Executive Officer of
Sovos Brands, Inc.
About CampbellFor more than 150 years, Campbell
(NYSE:CPB) has been connecting people through food they love.
Generations of consumers have trusted us to provide delicious and
affordable food and beverages. Headquartered in Camden, N.J. since
1869, the company generated fiscal 2023 net sales of $9.4 billion.
Our portfolio includes iconic brands such as Campbell’s, Cape Cod,
Goldfish, Kettle Brand, Lance, Late July, Milano, Pace, Pacific
Foods, Pepperidge Farm, Prego, Snyder’s of Hanover, Swanson and V8.
Campbell has a heritage of giving back and acting as a good steward
of the environment. The company is a member of the Standard &
Poor's 500 as well as the FTSE4Good and Bloomberg Gender-Equality
Indices. For more information, visit
www.campbellsoupcompany.com.
About Sovos Brands, Inc.Sovos Brands, Inc. is a
consumer-packaged food company focused on building disruptive
growth brands that bring today’s consumers great tasting food that
fits the way they live. The company’s product offerings include a
variety of pasta sauces, dry pasta, soups, frozen entrées, frozen
pizza and yogurts, all of which are sold in North America under the
brand names Rao’s, Michael Angelo’s and noosa. All
Sovos Brands’ products are built with authenticity at their core,
providing consumers with one-of-a-kind food experiences that are
genuine, delicious, and unforgettable. The company is headquartered
in Louisville, Colorado. For more information on Sovos Brands and
its products, please visit www.sovosbrands.com.
Forward-Looking Statements
Certain statements in this press release regarding the proposed
transaction, including any statements regarding the expected
timetable for completing the proposed transaction, benefits of the
proposed transaction, future opportunities, future financial
performance and any other statements regarding future expectations,
beliefs, plans, objectives, financial conditions, assumptions or
future events or performance that are not historical facts are
“forward-looking” statements made within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The words “aim,”
“anticipate,” “believe,” “could,” “ensure,” “estimate,” “expect,”
“forecasts,” “if,” “intend,” “likely” “may,” “might,” “outlook,”
“plan,” “positioned,” “potential,” “predict,” “probable,”
“project,” “should,” “strategy,” “target,” “will,” “would,” and
similar expressions, and the negative thereof, are intended to
identify forward-looking statements.
All forward-looking information is subject to numerous risks and
uncertainties, many of which are beyond the control of Sovos Brands
or Campbell, that could cause actual results to differ materially
from the results expressed or implied by the statements. These
risks and uncertainties include, but are not limited to:
- the conditions to
the completion of the proposed transaction may not be satisfied or
that the closing of the proposed transaction might otherwise not
occur;
- the timing to
consummate the proposed transaction;
- long-term financing
for the proposed transaction may not be obtained by Campbell on
favorable terms, or at all;
- the risk that the
cost savings and any other synergies from the proposed transaction
may not be fully realized by Campbell or may take longer or cost
more to be realized than expected, including that the Sovos Brands
transaction may not be accretive to Campbell within the expected
timeframe or the extent anticipated;
- completing the
proposed transaction may distract the management of Campbell and
Sovos Brands from other important matters;
- the risks related to
the availability of, and cost inflation in, supply chain inputs,
including labor, raw materials, commodities, packaging and
transportation;
- the pendency of the
proposed transaction may have an adverse impact on the ability of
Sovos Brands to retain third-party relationships and related
talent;
- Campbell’s ability
to execute on and realize the expected benefits from its strategy,
including growing sales in snacks and growing/maintaining its
market share position in soup;
- the impact of strong
competitive responses to Campbell’s efforts to leverage its brand
power with product innovation, promotional programs and new
advertising; the risks associated with trade and consumer
acceptance of product improvements, shelving initiatives, new
products and pricing and promotional strategies;
- the ability to
realize projected cost savings and benefits from cost savings
initiatives and the integration of recent acquisitions;
- disruptions in or
inefficiencies to Campbell’s or Sovos Brands’ supply chain and/or
operations, including reliance on key supplier relationships;
- the risks related to
the effectiveness of Campbell’s hedging activities and Campbell’s
ability to respond to volatility in commodity prices;
- Campbell’s ability
to manage changes to its organizational structure and/or business
processes, including selling, distribution, manufacturing and
information management systems or processes; changes in consumer
demand for Campbell’s and Sovos Brands’ products and favorable
perception of such brands;
- changing inventory
management practices by certain of Campbell’s and Sovos Brands’ key
customers;
- a changing customer
landscape, with value and e-commerce retailers expanding their
market presence, while certain of the Campbell’s key customers
maintain significance to Campbell’s business; product quality and
safety issues, including recalls and product liabilities;
- the possible
disruption to the independent contractor distribution models used
by certain of Campbell’s businesses, including as a result of
litigation or regulatory actions affecting their independent
contractor classification;
- the uncertainties of
litigation and regulatory actions against Campbell’s or Sovos
Brands;
- the costs,
disruption and diversion of management’s attention associated with
activist investors;
- a disruption,
failure or security breach of Campbell’s, Campbell’s vendors',
Sovos Brands’ or Sovos Brands’ vendors information technology
systems, including ransomware attacks;
- impairment to
goodwill or other intangible assets;
- Campbell’s and Sovos
Brands’ ability to protect their respective intellectual property
rights;
- increased
liabilities and costs related to Campbell’s defined benefit pension
plans;
- Campbell’s and Sovos
Brands’ ability to attract and retain key talent and other
employees, which might require Campbell or Sovos Brands to use more
expensive or less effective resources to support their respective
businesses;
- goals and
initiatives related to, and the impacts of, climate change,
including weather-related events;
- negative changes and
volatility in financial and credit markets,
- deteriorating
economic conditions and other external factors, including changes
in laws and regulations; and
- unforeseen business
disruptions or other impacts due to political instability, civil
disobedience, terrorism, armed hostilities (including the ongoing
conflict between Russia and Ukraine and in Israel and Gaza),
extreme weather conditions, natural disasters, other pandemics or
other calamities
Additional information concerning these and other risk factors
can be found in Campbell’s and Sovos Brands filings with the SEC
and available through the SEC’s Electronic Data Gathering and
Analysis Retrieval system at http://www.sec.gov, including
Campbell’s and Sovos Brands' most recent Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K.
The discussion of uncertainties is by no means exhaustive but is
designed to highlight important factors that may impact the outlook
of Campbell and Sovos Brands. Campbell and Sovos Brands each
disclaim any obligation or intent to update the forward-looking
statements in order to reflect events or circumstances after the
date of this release except as required by law.
Contacts |
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Campbell Soup Company |
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Investors |
Media |
Rebecca_gardy@campbells.com |
James_Regan@campbells.com |
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Sovos Brands, Inc. |
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Investors |
Media |
Joshua Levine |
Lauren Armstrong |
IR@sovosbrands.com |
media@sovosbrands.com |
Sovos Brands (NASDAQ:SOVO)
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