SCHEDULE 14A
(RULE 14A-101)
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
BESTFOODS
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
N/A
(2) Aggregate number of securities to which transaction applies: N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: N/A
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
<PAGE>
UNILEVER AND BESTFOODS SIGN DEFINITIVE MERGER AGREEMENT
FOR ACQUISITION OF BESTFOODS AT $73 PER SHARE
CREATES PRE-EMINENT GLOBAL FOOD AND CONSUMER GOODS COMPANY
Transaction Valued At $24.3 Billion
LONDON, ROTTERDAM and ENGLEWOOD CLIFFS, N.J.--(BUSINESS WIRE)-- June 6,
2000-- Unilever [LSE: ULVR; AEX: UN; NYSE: UN] and Bestfoods [NYSE: BFO]
today announced that they have signed a definitive merger agreement. Under
the terms of the agreement, Unilever will acquire all the outstanding
shares of Bestfoods for $73 per share in cash. Based on the number of
shares of Bestfoods on a fully diluted basis the transaction has a total
equity value of approximately $20.3 billion. Unilever will also assume
approximately $4.0 billion of Bestfoods's debt. Unilever expects the
transaction to be accretive to Unilever's cash earnings per share in the
first full year of operation. The transaction will be accounted for using
the purchase method and is expected to be completed in the fourth quarter
of 2000.
The transaction is conditional upon, among other things, the approvals of
Unilever and Bestfoods shareholders and regulatory approvals, including
European Union and United States anti-trust clearance. The transaction is
not conditional upon financing.
The combined company would have had 1999 revenues and operating income of
approximately $52.3 billion and $6.2 billion, respectively. The merged
company will have leading brand positions in key product categories, such
as culinary products, spreads, tea, ice cream and frozen food.
N.W.A. FitzGerald, Chairman Unilever PLC, and A. Burgmans, Chairman
Unilever N.V., said, "We are very excited about the combination of Unilever
and Bestfoods. This transaction creates the pre-eminent global food and
consumer goods company. Together we will have a portfolio of powerful
worldwide and regional brands, with strong growth prospects.
"This transaction will accelerate Unilever towards the achievement of our
Path-to-Growth objectives- it makes a good plan better. The complementary
nature of our geographic coverage and our combined product portfolio
together with Bestfoods' strong foodservice operations, will enable us to
further raise our growth ambition," continued the Chairmen.
"In addition to creating a premier portfolio of foods brands, the
combination will bring together two of the world's top management teams
creating one which is capable of realizing the growth and synergy
opportunity and leading the category agenda. The Bestfoods management will
play an important role in the company. Their insight and experience will be
of great value as we move forward together in the global marketplace."
C. R. Shoemate, Chairman, President, and Chief Executive Officer of
Bestfoods, said, "We believe that this agreement achieves outstanding value
for both sets of shareholders. Bestfoods' management and employees look
forward to contributing our knowledge of our brands, businesses, and
geographic markets to a smooth integration process and the creation of the
pre-eminent global food and consumer goods company."
The complementary nature of Unilever's and Bestfoods' portfolios and
geographies uniquely positions the combined company for the acceleration of
top line growth through:
o The creation of a robust combined business in the USA
o Maximizing the complementary strength of Unilever and Bestfoods
in Europe
o Building on the strength of Bestfoods in Latin America to
accelerate the growth of Unilever's foods portfolio
o Using Unilever's strength in Asia Pacific to extend the Bestfoods
franchise
o Leveraging Unilever's large range of spreads, tea and tea based
beverages and culinary products through Bestfoods excellent
foodservice channel
The combination through its complementary and enhanced technology base will
be able to support growth by driving innovation within existing Culinary
categories. It will also provide the foundation for expansion into related
Culinary areas.
The companies anticipate that the combination will result in cost savings
of approximately $750 million annually from, among other things, the
elimination of duplicate functions, combined purchasing savings, greater
efficiencies in operations and business processes, synergy in distribution
and marketing, streamlining of general and administrative functions, and
increased economies of scale.
Unilever has arranged standby credit facilities with ABN-AMRO N.V.,
Deutsche Bank A.G. London, Goldman Sachs International and UBS Warburg to
finance the transaction. It is anticipated that the transaction will
ultimately be financed with debt securities having a currency profile that
takes into account the geographic composition of the underlying business.
Goldman, Sachs & Co. acted as financial advisor to Unilever and additional
advice was provided by UBS Warburg LLC. Cravath, Swaine & Moore acted as
external legal counsel to Unilever. Merrill Lynch & Co. and Salomon Smith
Barney Inc. acted as financial advisors to Bestfoods. Fried Frank Harris
Shriver & Jacobson acted as external legal counsel to Bestfoods.
Bestfoods, formerly CPC International Inc., is the United States' most
international food company, with sales of $8.6 billion in 1999. Best known
among Bestfoods' U.S. products are: Hellmann's and Best Foods mayonnaise
and dressings; Mazola corn oil and margarine; Skippy peanut butter; Knorr
soups, sauces, and bouillons; Entenmann's sweet baked products; Thomas'
English muffins; Arnold, Brownberry, Freihofer's, and Oroweat breads;
Boboli pizza crusts; Mueller's pasta; and Karo syrup. Bestfoods' global
Knorr brand comprises one of the world's most extensive lines of products.
Bestfoods is the most international food company based in the U.S., with
operations in more than 60 countries and products marketed in 110
countries. For more information about Bestfoods, visit the company's
website on the Internet at http://www.Bestfoods.com.
Unilever is one of the world's largest consumer products companies with
sales in excess of $45 billion. It produces and markets a wide range of
foods, home and personal care products. Unilever operates in 88 countries
around the globe and employs 255,000 people. Unilever's well known brands
include: Lipton, Ben & Jerry's and Magnum ice cream, Slim Fast, Dove,
Organics and Timotei, OMO, CloseUp, Mentadent, Rexona, Elizabeth Arden and
Calvin Klein. For more information about Unilever, visit the company's
website on the internet at http://www.Unilever.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995: This press release contains certain "forward-looking" statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements are based on management's current expectations and are
naturally subject to uncertainty and changes in circumstances. Actual
results may vary materially from the expectations contained herein. The
forward-looking statements contained herein include statements about future
financial and operating results and benefits of the pending acquisition of
Bestfoods by Unilever. Factors that could cause actual results to differ
materially from those described herein include: the inability to obtain
necessary antitrust approvals; actions of the U.S., foreign and local
governments; the inability to successfully integrate the businesses of
Bestfoods and Unilever; costs related to the merger; the inability to
achieve synergy resulting from the merger; the economic environment of the
food and consumer product manufacturing industry and the general economic
environment. More detailed information about these factors is set forth in
the reports filed by Bestfoods and furnished by Unilever with the
Securities and Exchange Commission. Neither Unilever nor Bestfoods is under
any obligation to (and expressly disclaims any such obligation to) update
or alter its forward-looking statements, whether as a result of new
information, future events or otherwise.
In connection with the merger, Bestfoods will be filing a proxy statement
with the Securities and Exchange Commission. SECURITY HOLDERS OF BESTFOODS
ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT
CONTAINS IMPORTANT INFORMATION REGARDING THE MERGER. Investors and security
holders may obtain a free copy of the proxy statement when it becomes
available and other documents filed by Bestfoods and furnished by Unilever
with the Securities and Exchange Commission in connection with the merger
at the Securities and Exchange Commission's web-site at www.sec.gov.
Security holders of Bestfoods may also obtain for free a copy of the proxy
statement and other documents filed to with the Securities and Exchange
Commission by Bestfoods in connection with the merger by contacting Rainer
H. Mimberg, Investor Relations, +1 201 894 2837. Security holders of
Bestfoods may also obtain for free documents furnished to the Securities
and Exchange Commission by Unilever in connection with the merger by
contacting Howard Green, Investor Relations, +44 207 822 6824.
Bestfoods and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the security holders of
Bestfoods in favor of the merger. The directors and executive officers of
Bestfoods include the following: C. R. Shoemate, C. Castellini, A. C.
DeCrane, Jr., W. C. Ferguson, R. J. Gillespie, B. S. Gordon, E. R. Gordon,
L. I. Higdon, Jr., R. G. Holder, E. S. Kraus, H. McGraw III, H. de Campos
Meirelles, W. S. Norman, R. P. Bergeman, B. H. Kastory, A. C. A. Krauss and
I. M. Ramsay. Collectively, as of February 29, 2000, the directors and
executive officers of Bestfoods may be deemed to beneficially own
approximately 1.2% of the outstanding shares of Bestfoods common stock and
under 5% of the outstanding shares of the Bestfoods Series B Preferred
Stock. Security holders of Bestfoods may obtain additional information
regarding the interests of such participants by reading the proxy statement
when it becomes available.
CONTACT FOR BESTFOODS:
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MEDIA:
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Gale L. Griffin
Vice President, Corporate Communications
+ 1 201-894-2407
INVESTORS:
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Rainer H. Mimberg
Vice President, Investor Relations
+ 1 201-894-2837
CONTACT FOR UNILEVER:
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Tom Gordijn
Press Officer, Unilever Rotterdam
+31-10-2174-844
John Gould
Director, Corporate Affairs, Unilever US
+ 1 212-906-4694
Mike Haines
Press Officer, Unilever London
+ 44-20-7822-6805
