Attached files

file filename
8-K - FORM 8-K - PINNACLE FOODS INC.d723874d8k.htm
EX-99.1 - EX-99.1 - PINNACLE FOODS INC.d723874dex991.htm
EX-99.2 - EX-99.2 - PINNACLE FOODS INC.d723874dex992.htm
EX-99.4 - EX-99.4 - PINNACLE FOODS INC.d723874dex994.htm
EX-99.6 - EX-99.6 - PINNACLE FOODS INC.d723874dex996.htm
EX-99.3 - EX-99.3 - PINNACLE FOODS INC.d723874dex993.htm

Exhibit 99.5

 

 

LOGO

May 12, 2014

Dear [Customer],

As you likely know, earlier today Pinnacle Foods announced that we entered into a definitive agreement for the sale of the Company to Hillshire Brands. This transaction will create a leading food company with iconic brands that span the frozen, refrigerated and dry grocery categories. A copy of the press release we issued this morning is attached.

The announcement is just the first step in the process. The transaction is subject to regulatory and shareholder approvals and other customary closing conditions, and is expected to close by September 2014. Until the closing, we will continue to operate as independent companies and we will partner with you as usual to develop the innovative programs and retail solutions you’ve come to expect from Pinnacle.

Thank you for your continued support. We will keep you informed throughout this process. For the time being, however, it is business as usual. If you have any questions or concerns, please contact [insert name] directly.

Regards,

 

Chris Boever

Executive Vice President and

Chief Customer Officer

Forward Looking Statements

This document contains certain forward-looking statements with respect to the financial condition, results of operations and business of Hillshire Brands, Pinnacle Foods and the combined businesses of Hillshire Brands and Pinnacle Foods and certain plans and objectives of Hillshire Brands and Pinnacle Foods with respect thereto, including the expected benefits of the proposed merger. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words


such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aim”, “continue”, “will”, “may”, “would”, “could” or “should” or other words of similar meaning or the negative thereof. There are several factors which could cause actual plans and results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, the expected closing date of the transaction; the possibility that the expected synergies and value creation from the proposed merger will not be realized, or will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; disruption from the merger making it more difficult to maintain business and operational relationships; the risk that unexpected costs will be incurred; changes in economic conditions, political conditions, trade protection measures, licensing requirements and tax matters; the possibility that the merger does not close, including, but not limited to, due to the failure to satisfy the closing conditions, including the receipt of approval of both Hillshire Brands’ stockholders and Pinnacle Foods’ stockholders; and the risk that financing for the transaction may not be available on favorable terms. These forward-looking statements are based on numerous assumptions and assessments made by Hillshire Brands and Pinnacle Foods in light of their experiences and perceptions of historical trends, current conditions, business strategies, operating environments, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this announcement could cause Hillshire Brands’ and Pinnacle Foods’ plans with respect to the proposed merger, actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. Neither Hillshire Brands nor Pinnacle Foods assumes any obligation to update the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law. A further list and description of risks and uncertainties can be found in Hillshire Brands’ Annual Report on Form 10-K for the fiscal year ended June 29, 2013 and in its reports on Form 10-Q and Form 8-K as well as in Pinnacle Foods’ Annual Report on Form 10-K for the fiscal year ended December 29, 2013 and in its reports on Form 10-Q and Form 8-K.

Additional Information and Where to Find It

The proposed merger transaction involving Hillshire Brands and Pinnacle Foods will be submitted to the respective stockholders of Hillshire Brands and Pinnacle Foods for their consideration. In connection with the proposed merger, Hillshire Brands will prepare a registration statement on Form S-4 that will include a joint proxy statement/prospectus for the stockholders of Hillshire Brands and Pinnacle Foods to be filed with the Securities and Exchange Commission (the “SEC”), and each will mail the joint proxy statement/prospectus to their respective stockholders and file other documents regarding the proposed transaction with the SEC. Hillshire Brands and Pinnacle Foods urge investors and stockholders to read the joint proxy statement/prospectus when it becomes available, as well as other documents filed with the SEC, because they will contain important information. Investors and security holders will be able to receive the registration statement containing the proxy statement/prospectus and other documents free of charge at the SEC’s web site, http://www.sec.gov. These documents can also be obtained (when they are available) free of charge from Hillshire Brands upon written request to the Investor Relations Department, 400 South Jefferson Street, Chicago, Illinois 60607, telephone number (312) 614-8100 or from Hillshire Brands’ website, http://investors.hillshirebrands.com, or from Pinnacle Foods upon written request to the Investor Relations Department, 399 Jefferson Road, Parsippany, New Jersey, 07054, telephone number (973) 434-2924, or from Pinnacle Foods’ website, http://investors.pinnaclefoods.com.