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8-K - FORM 8-K - Diamond Foods Inc | f58821e8vk.htm |
EX-99.1 - EX-99.1 - Diamond Foods Inc | f58821exv99w1.htm |
EX-2.1 - EX-2.1 - Diamond Foods Inc | f58821exv2w1.htm |
EX-2.2 - EX-2.2 - Diamond Foods Inc | f58821exv2w2.htm |
Exhibit 99.2
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Diamond Foods to Merge P&Gs Pringles Business into the
Company
Company
Accretive combination makes Diamond the number two global player in
savory snack category
savory snack category
SAN FRANCISCO, CA and CINCINNATI, OH (April 5, 2011) Diamond Foods, Inc. (NASDAQ: DMND)
and The Procter & Gamble Company (NYSE: PG) today announced the signing of a definitive agreement
to merge the Pringles business (Pringles) into Diamond Foods in a transaction valued at $2.35
billion.
Pringles is an iconic, billion dollar snack brand with significant global manufacturing and supply
chain infrastructure, said Michael J. Mendes, Chairman, President and CEO of Diamond Foods. Our
plan is to build upon the brand equity Pringles has established in over 140 countries. This
strategic combination will create an independent, global leader in the snack industry with a focus
on quality and innovative products. Not only is this combination immediately accretive, it also
creates a platform that we believe will allow us to build shareholder value for years to come.
We are confident Diamond Foods will be an excellent new home for our Snacks employees, said Bob
McDonald, Chairman of the Board, President and Chief Executive Officer of P&G. This is also a
terrific deal for our shareholders maximizing value and minimizing earnings per share dilution.
Pringles® is the worlds largest potato crisp1 brand with sales in over 140
countries and manufacturing operations in the U.S., Europe and Asia. The global, iconic brand has
been built over 45 years with a combination of proprietary products, unique package design and
significant advertising investment. Pringles will join Diamonds dynamic portfolio of brands,
which includes Diamond of California® and Emerald® nuts, Pop Secret®
microwave popcorn and Kettle Brand® potato chips, creating a premium snack-focused company
with total revenues of approximately $2.4 billion.
The combination will more than triple the size of Diamonds snack business and:
| Increase scale in U.S. grocery, mass merchandise, drug and convenience channels to gain greater merchandising and distribution influence; | ||
| Leverage Diamonds sales and distribution infrastructure through a more than doubling of snack sales in the U.S. and U.K., which are Pringles two largest markets; |
| Gain a broader global manufacturing and supply chain platform, with access into key growth markets around the world, including Asia, Latin America and Central Europe; | ||
| Increase Diamonds geographic diversity, with international sales accounting for approximately 49 percent of total revenues on a pro forma basis. |
Diamond Foods has a history of building, acquiring and energizing brands through product and
package innovation, efficient distribution and brand investment. The Companys total revenues have
doubled and earnings per share (EPS) have grown more than four-fold in the past five
years2.
Diamond of California brand has grown from a single product offering to a full line of culinary
nuts over the past decade. Today, Diamond is the category leader with a market share ten times
larger than the nearest branded competitor3. Emerald, which was launched in 2004, is
the fastest growing and second largest brand in the snack nut category. In 2008, the Company
acquired and successfully integrated Pop Secret microwave popcorn, and by revitalizing the brand,
Diamond has gained over 350 basis points of market share to 26 percent today3. In 2010,
the Company acquired Kettle Brand potato chips and has fueled double-digit organic growth in its
first year of ownership while investing in new products and operational infrastructure.
Financial Benefit for Diamond Foods Shareholders
Assuming Pringles had been owned for all of fiscal year 2011, the combined company would be
expected to deliver the following estimated financial results on a pro forma basis for fiscal year
2011:
| Net sales of approximately $2.4 billion; | ||
| Double-digit accretion to earnings per share (EPS), excluding merger and integration costs; | ||
| Estimated earnings before interest, taxes, depreciation and amortization (EBITDA), including $25 million in synergies, of approximately $398 million to $410 million. |
For fiscal year 2012, Diamond anticipates strong growth in its core business, with EPS of $2.85 to
$2.98 per share on a standalone basis, an increase of 15 percent to 20 percent from the midpoint of
its fiscal 2011 guidance range, which represents a 30 percent increase over 2010 EPS.
Combined
results for
Diamond plus the Pringles business for
fiscal year 2012 will depend on the actual closing date of the transaction. Assuming
the transaction closes by the end of calendar 2011, seven months of Pringles performance would be
included in the following expected results:
| Fiscal 2012 total net sales are estimated to be approximately $1.8 billion; | ||
| Fiscal 2012 EPS, before costs associated with the transaction and integration, are estimated to range from $3.00 to $3.10 per share, which reflects EPS accretion of 12 to 15 cents per share |
The transaction is expected to significantly increase cash flow and accelerate the de-levering of
Diamonds balance sheet. Pro forma leverage at closing is projected to be
below four times EBITDA, and projected to drop below three times at the end of fiscal 2013. Cash
flow after brand investments and capital expenditures is expected to approach $200 million in the
first full fiscal year after closing the merger.
Financial Value for P&G Shareholders
The taxefficient deal structure maximizes value for P&G shareholders and minimizes annual
earnings dilution. The transaction will result in a one-time earnings increase for P&G of
approximately $1.5 billion after tax or approximately $0.50 per
share. P&G expects only modest EPS dilution of $0.02 to $0.04 on an annualized basis. The stock exchange with
Diamond will reduce outstanding P&G shares, partially offsetting the Pringles earnings impact. Updated financial
impacts will be provided when the transaction is completed.
Transaction Details
P&G expects the separation to occur through a split-off transaction in which P&G shareholders can
elect to participate in an exchange offer to exchange P&G shares for shares of Diamond. Under
the terms of a split-merge agreement, P&G will establish a separate entity to hold the Pringles
business, which will be distributed to electing P&G shareholders in a tax-efficient transaction
with a simultaneous merger with Diamond. This Reverse Morris Trust transaction has been approved
by the boards of both companies. We expect to finalize the details of this transaction in the
coming months.
The value of the transaction is $2.35 billion, comprising $1.5 billion in Diamond common stock,
consisting of 29.1 million shares for approximately 57 percent of the outstanding shares of the
combined company, and the assumption of $850 million of Pringles debt. Diamonds existing
shareholders would continue to own approximately 43 percent of the combined company.
The parties have also agreed to a collar mechanism that would adjust the amount of debt assumed by
Diamond based upon Diamonds stock price during a trading period prior to the commencement of the
Exchange Offer. The amount of debt to be assumed by Diamond could increase by up to $200 million
or decrease by up to $150 million based on this adjustment mechanism.
Diamond expects to incur one-time costs of approximately $100 million related to the transaction
over the next two years. P&G also will provide Diamond transition services for up to 12 months
after closing.
Leadership, Approvals and Timing
The combined business will be managed by Diamonds executive team and board of directors, led by
Michael J. Mendes, Chairman, President and CEO. The companys headquarters will remain in San
Francisco, California.
The transaction is subject to approval by Diamond shareholders and the satisfaction of customary
closing conditions and regulatory approvals. The transaction is expected to be completed by the
end of calendar 2011.
Conference Call
Diamond Foods and Procter & Gamble will host an investor conference call and web cast this morning,
April 5, 2011, at 8:30 a.m. Eastern Time to discuss the transaction. To participate in the call
via telephone, dial 1-888-820-9418 from the U.S./Canada or 1-913-312-0668 in the rest of the world
and enter a confirmation code of 9788-268. In order to listen to the call over the internet, visit
Diamond Foods website at www.diamondfoods.com and select Investor Relations or Procter &
Gambles website at www.pg.com/investors.
Archived audio replays of the call will be available on the Diamond Foods website or via
telephone. The latter will begin at 11:30 a.m. Eastern Time on April 5, 2011 and remain available
through 11:30 a.m. Eastern Time on April 12, 2011. It can be accessed by dialing 1-888-203-1112
from the U.S./Canada or 1-719-457-0820 elsewhere. Both phone numbers require the conference code
listed above.
A P&G conference call will begin at 10:00 a.m. Eastern Time. To participate in the call from the
United States, please dial 1-866-783-2141 from the U.S. or 1-857-350-1600 internationally. The
Conference ID or Passcode is 934 360 5. A webcast of the call can also be accessed from P&Gs
website at www.pg.com/investors. Following the conclusion of the call, a replay of the
webcast will be available within 24 hours at the Companys website.
To receive email notification of future press releases from Diamond Foods, please visit
http://investor.diamondfoods.com and select email alerts.
Sources and notes: 1Defined by Euromonitor as extruded snacks; 2Calculated
using 2006 as base and mid-point of Diamonds guidance ranges for 2011; 3Nielsen U.S.
Grocery 52 weeks ended February 19, 2011.
About Diamond Foods
Diamond
Foods is an innovative packaged food company focused on building, acquiring and energizing
brands including The Kettle Brand®, Diamond of California®, Emerald®, and
Pop Secret®. The Companys products are distributed in a wide range of stores in North
America as well as Europe.
About Procter & Gamble
Four billion times a day, P&G brands touch the lives of people around the world. The company has
one of the strongest portfolios of trusted, quality, leadership brands, including Pampers, Tide,
Ariel, Always, Whisper, Pantene, Mach3, Bounty, Dawn, Gain, Charmin,
Downy, Lenor, Iams, Pringles, Crest,
Oral-B, Duracell, Olay, Head & Shoulders, Wella,
Gillette, Braun and Fusion. The P&G community
includes approximately 127,000 employees working in about 80 countries worldwide. Please visit
http://www.pg.com for the latest news and in-depth information about P&G and its brands.
Contacts
Investors
Diamond Foods: Linda Segre
lsegre@diamondfoods.com or aliu@diamondfoods.com
(415) 445-7425
Investors
Diamond Foods: Linda Segre
lsegre@diamondfoods.com or aliu@diamondfoods.com
(415) 445-7425
P&G: John Chevalier
(513) 983-9974
(513) 983-9974
Media
Diamond Foods: Richard Simonelli
rsimonelli@diamondfoods.com
(415) 445-7425
Diamond Foods: Richard Simonelli
rsimonelli@diamondfoods.com
(415) 445-7425
P&G: Paul Fox
(513) 983-3465
P&G: Jennifer Chelune
(513) 983-2570
(513) 983-3465
P&G: Jennifer Chelune
(513) 983-2570
Note regarding forward-looking statements
This release contains forward-looking statements as defined by the Private Securities Litigation
Reform Act of 1995, including projections of Diamonds and the combined companys results and the
expected benefits of the transaction. Forward-looking statements necessarily depend on
assumptions, data or methods that may be incorrect or imprecise and are subject to risks and
uncertainties. Actual results could differ materially from projections made in this release. Some
factors that could cause actual results to differ from our expectations include the timing of
closing the transaction and the possibility that the transaction is not consummated, risks of
integrating acquired businesses and entering markets in which we have limited experience,
availability and pricing of raw materials, impact of additional indebtedness, loss of key
suppliers, customers or employees, and an increase in competition. A more extensive list of
factors that could materially affect our results can be found in Diamonds periodic filings with
the Securities and Exchange Commission (SEC). They are available publicly and on request from
Diamonds Investor Relations department.
For all items which relate to P&G and/or the combined business, all statements, other than statements of historical
fact included in this release, are forward-looking statements, as that term is defined in the Private Securities
Litigation Reform Act of 1995. Such statements are based on financial data, market assumptions and business plans
available only as of the time the statements are made, which may become out of date or incomplete. We assume no
obligation to update any forward-looking statement as a result of new information, future events or other factors.
Forward-looking statements are inherently uncertain, and investors must recognize that events could differ
significantly from our expectations. In addition to the risks and uncertainties noted in this release or presentation,
there are certain factors that could cause actual results for any quarter or annual period to differ materially from
those anticipated by some of the statements made. These include: (1) the ability to achieve business plans, including
growing existing sales and volume profitably despite high levels of competitive activity and an increasing volatile
economic environment, especially with respect to the product categories and geographical markets (including
developing markets) in which the Company has chosen to focus; (2) the ability to successfully manage ongoing
acquisition and divestiture activities to achieve the cost and growth synergies in accordance with the stated goals of
these transactions without impacting the delivery of base business objectives; (3) the ability to successfully manage
ongoing organizational changes designed to support our growth strategies, while successfully identifying,
developing and retaining key employees, especially in key growth markets where the depth of skilled employees is
limited; (4) the ability to manage and maintain key customer relationships; (5) the ability to maintain key
manufacturing and supply sources (including sole supplier and plant manufacturing sources); (6) the ability to
successfully manage regulatory, tax and legal requirements and matters (including product liability, patent,
intellectual property, and tax policy), and to resolve pending matters within current estimates; (7) the ability to
resolve the pending competition law inquiries in Europe within current estimates; (8) the ability to successfully
implement, achieve and sustain cost improvement plans in manufacturing and overhead areas, including the
Companys outsourcing projects; (9) the ability to successfully manage currency (including currency issues in
certain countries, such as Venezuela, China and India), debt, interest rate and commodity cost exposures and
significant credit or liquidity issues; (10) the ability to manage continued global political and/or economic
uncertainty and disruptions, especially in the Companys significant geographical markets, as well as any political
and/or economic uncertainty and disruptions due to a global or regional credit crisis or terrorist and other hostile
activities; (11) the ability to successfully manage competitive factors, including prices, promotional incentives and
trade terms for products; (12) the ability to obtain patents and respond to technological advances attained by
competitors and patents granted to competitors; (13) the ability to successfully manage increases in the prices of raw
materials used to make the Companys products; (14) the ability to stay close to consumers in an era of increased
media fragmentation; (15) the ability to stay on the leading edge of innovation and maintain a positive reputation on
our brands; and (16) the ability to rely on and maintain key information technology systems, including the transition
of our ordering, shipping and billing systems in North America and Western Europe to a new system. For additional
information concerning factors that could cause actual results to materially differ from those projected herein, please
refer to P&Gs most recent 10-K, 10-Q and 8-K reports.
Additional Information
In connection with the proposed transaction between Diamond and P&G, Diamond will file a
registration statement on Form S-4 with the SEC. This registration statement will include a proxy
statement of Diamond that also constitutes a prospectus of Diamond, and will be sent to the
shareholders of Diamond. Shareholders are urged to read the proxy statement/prospectus and any
other relevant documents when they become available, because they will contain important
information about Diamond, Pringles and the
proposed transaction. The proxy statement/prospectus
and other documents relating to the proposed transaction (when they are available) can be obtained
free of charge from the SECs website at www.sec.gov. The documents (when they are available) can
also be obtained free of charge from Diamond upon written request to Diamond Foods, Inc.,
Investor Relations, 600 Montgomery Street, San Francisco, California 94111 or by calling (415)
445-7425, or from P&G upon written request to The Procter & Gamble Company, Shareholder Services
Department, P.O. Box 5572, Cincinnati, Ohio 45201-5572 or by calling (800) 742-6253.
This communication is not a solicitation of a proxy from any security holder of Diamond. However,
P&G, Diamond and certain of their respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from shareholders in connection with the proposed
transaction under the rules of the SEC. Information about the directors and executive officers of
Diamond Foods, Inc. may be found in its 2010 Annual Report on Form 10-K filed with the SEC on
October 5, 2010, and its definitive proxy statement relating to its 2011 Annual Meeting of
Shareholders filed with the SEC on November 26, 2010. Information about the directors and
executive officers of The Procter & Gamble Company may be found in its 2010 Annual Report on Form
10-K filed with the SEC on August 13, 2010, and its definitive proxy statement relating to its 2010
Annual Meeting of Shareholders filed with the SEC on August 27, 2010.