Filed by ConAgra, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: ConAgra, Inc.
Commission File Number: 1-7275
News Release
ConAgra, Inc. For more information, contact: ConAgra:
One ConAgra Drive
Omaha, NE 68102-5001 Chris Klinefelter Karen Savinski
Phone: (402) 595-4000 Investor Relations Media Relations
402-595-4154 402-595-5392
International Home Foods:
Craig Steeneck Mark Semer
IHF Chief Financial Officer Roy Winnick
973-631-7808 Kekst and Company
212-521-4802 or
212-521-4842
FOR IMMEDIATE RELEASE
CONAGRA TO ACQUIRE INTERNATIONAL HOME FOODS
IN $2.9 BILLION DEAL
OMAHA, Neb., and PARSIPPANY, N.J., June 23, 2000 - ConAgra, Inc. (NYSE:CAG), one
of the world's largest branded foods companies, and International Home Foods,
Inc. (NYSE:IHF), today announced that ConAgra and International Home Foods have
signed a definitive agreement for ConAgra to acquire International Home Foods,
maker of Chef Boyardee pasta products, PAM cooking spray, and Gulden's Mustard.
International Home Foods shareholders will receive $22 per share, half of which
will be paid in cash and half of which will be paid in ConAgra stock. The stock
portion of the consideration is subject to adjustment based on the trading price
of ConAgra stock prior to the closing of the transaction. The transaction is
valued at approximately $2.9 billion, consisting of the consideration above and
the assumption of $1.3 billion of debt.
Upon completion of the acquisition, International Home Foods' brands will join
such well-known consumer names as Healthy Choice, Butterball, Orville
Redenbacher, and Swiss Miss as part of ConAgra's packaged foods business.
ConAgra currently owns some 100 consumer brands, including 27 brands with annual
retail sales of more than $100 million. International Home Foods brings numerous
brands to ConAgra's portfolio, six of which individually have retail sales in
excess of $100 million.
Bruce Rohde, ConAgra's chairman and chief executive officer, said, "This is an
excellent opportunity for ConAgra and International Home Foods to combine for
the benefit of both companies' shareholders. ConAgra and International Home
Foods share an entrepreneurial culture with a strong focus on building
profitable brands. This combination offers attainable synergies, and we expect
it to be accretive to earnings in year one."
C. Dean Metropoulos, International Home Foods chairman and chief executive
officer, said, "Combining International Home Foods' strong retail portfolio with
ConAgra is a sound business decision that will provide International Home Foods'
brands with further growth opportunities and scale. Both of our companies have
produced strong financial results and believe in supporting and investing in
their brands, people and customers. We expect this transaction to build
substantial long-term value for both ConAgra and International Home Foods
shareholders."
Commenting on the fit between the two businesses, Rohde said ConAgra's alignment
of its resources by customer channel and its focus on delivering innovative,
value-added products to the consumer fits nicely with International Home Foods'
strategy. He added, "A series of recent strategic acquisitions has made ConAgra
the second-largest retail food supplier in North America. We believe the
addition of International Home Foods' powerful product portfolio will
immediately create value in the same way the recent acquisitions of Slim Jim,
Parkay, and Egg Beaters have done."
"This is a win-win for the shareholders of both companies. This combination will
create a company with $28 billion in sales, strong growth prospects and
attractive operating synergies. Through Operation Overdrive, we have increased
operating efficiencies and organized our resources in a way that will allow us
to effectively integrate International Home Foods. That is why we can offer
International Home Foods shareholders a substantial premium and still target our
long-term trendline of double-digit earnings growth," Rohde said.
The portion of the acquisition price paid with ConAgra stock will be determined
by dividing $11 by an average of ConAgra stock price for a fixed period prior to
the closing, but will be no more than .61 shares nor less than .50 shares for
each International Home Foods share.
The acquisition, which is subject to approval by International Home Foods
shareholders, regulatory approvals, and other customary closing conditions, is
expected to close in the third quarter of calendar 2000. C. Dean Metropoulos and
certain investment partnerships controlled by Hicks, Muse, Tate & Furst
Incorporated, holders of an aggregate of approximately 43% of the International
Home Foods shares, have entered into agreements to vote for the merger.
Additional transaction details will be disclosed in connection with
International Home Foods' filing of proxy materials related to the shareholder
vote.
ConAgra, Inc. is a $25-billion-plus food company, and is North America's largest
foodservice manufacturer and second-largest retail food supplier.
International Home Foods, Inc. is a nationally prominent manufacturer,
distributor and marketer of food products. Its significant established brands
include Chef Boyardee pasta products, PAM cooking spray, and Gulden's mustard.
International Home Foods was formed in Nov. 1996 through the acquisition of the
food business of American Home Products by Hicks, Muse, Tate & Furst and C. Dean
Metropoulos & Co., Hicks Muse's exclusive management affiliate for investments
in the food and consumer products industries.
Additional Information
Stockholders of International Home Foods and other investors are urged to read
the proxy statement/prospectus that will be included in the Registration
Statement on Form S-4 to be filed with the U.S. Securities and Exchange
Commission in connection with the proposed merger. The proxy statement/
prospectus will contain important information about ConAgra, International Home
Foods and the acquisition and about persons soliciting proxies in the
acquisition, including officers and directors of International Home Foods, and
their interest in the acquisition.
After it is filed with the SEC, investors may obtain a free copy of the proxy
statement/prospectus on the SEC's website (http://www.sec.gov). A proxy
statement/prospectus with respect to the proposed merger will also be made
available for free to International Home Foods stockholders by International
Home Foods and ConAgra.
ConAgra and International Home Foods also file annual, quarterly and special
reports, proxy statement and other information with the SEC. Investors may read
and copy any reports, statements or other information filed by each company on
the SEC's website (http://www.sec.gov) or at the SEC's public reference rooms
at 450 Fifth Street N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on public reference rooms.
Note on Forward-Looking Statements
This press release contains forward-looking statements that reflect current
views and estimates of ConAgra's management and International Home Foods'
management of future economic circumstances, industry conditions, company
performance and financial results. The statements are based on many assumptions
and factors including availability and prices of raw materials, product pricing,
competitive environment and related market conditions, operating efficiencies,
access to capital and actions of governments. Any changes in such assumptions or
factors could produce significantly different results.
