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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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BEN & JERRY'S HOMEMADE, INC.
(Name of Subject Company (Issuer))
VERMONT ALL NATURAL EXPANSION COMPANY
CONOPCO, INC.
UNILEVER N.V.
(Names of Filing Persons (Offerors))
Class A Common Stock, Par Value $.033 Per Share
(including the associated Class A Common Stock Purchase Rights)
Class B Common Stock, Par Value $.033 Per Share
(including the associated Class B Common Stock Purchase Rights)
(Title of Class of Securities)
081465106
081465205
(CUSIP Numbers of Classes of Securities)
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RONALD M. SOIEFER, ESQ.
CONOPCO, INC.
390 PARK AVENUE
NEW YORK, NY 10022
(212) 888-1260
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
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Copy to:
Richard Hall, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
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APRIL 12, 2000
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[ X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes
below to designate any transactions to which the statement relates:
[X] third-party tender offer subject to [ ] issuer tender-offer subject to
Rule 14d-1. Rule 13e-4.
[ ] going private transaction subject to [ ] amendment to Schedule 13 D under
Rule 13e-3. Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
Ben & Jerry's and Unilever to Join Forces in Ice Cream
SOUTH BURLINGTON, VT. (April 12, 2000)--Ben & Jerry's Homemade, Inc. (NASDAQ
Symbol:BJICA) and Unilever (NYSE Symbol:UN, UL), have agreed to a unique and
ground-breaking combination in which Ben & Jerry's will join forces with
Unilever to create an even more dynamic, socially positive ice cream business
with global reach. The Ben & Jerry's Board of Directors approved Unilever's
offer of $43.60 per share for all of the 8.4 million outstanding shares on a
fully diluted basis, valuing the transaction at $326 million, taking into
account net cash and option proceeds. Ben & Jerry's had sales of $237 million
in 1999 with operating income of $13.5 million before a one-time charge.
Under the terms of the agreement, Ben & Jerry's will operate separately from
Unilever's current U.S. ice cream business. There will be an independent Board
of Directors, which will focus on providing leadership for Ben & Jerry's
social mission and brand integrity. With this transaction, shareholders will
be rewarded for their investment; Ben & Jerry's employees will be protected;
the current social mission of Ben & Jerry's will be encouraged and
well-funded, which will lead to improved performance in this area; and an
opportunity has been offered for Ben & Jerry's to contribute to Unilever's
social practices worldwide.
In commenting on the transaction, Ben Cohen and Jerry Greenfield, the
co-founders of Ben & Jerry's, said: "Neither of us could have anticipated,
twenty years ago, that a major multinational would some day sign on,
enthusiastically, to pursue and expand the social mission that continues to be
an essential part of Ben & Jerry's and a driving force behind our many
successes. But today, Unilever has done just that. While we and others
certainly would have preferred to pursue our mission as an independent
enterprise, we hope that, as part of Unilever, Ben & Jerry's will continue to
expand its role in society."
Both co-founders will continue to be involved with Ben & Jerry's.
"Unilever believes the super premium segment of the ice cream market will
continue to grow and that the Ben & Jerry's brand will lead that growth," said
Richard Goldstein, President of Unilever Foods North America. "Furthermore, we
feel that Ben & Jerry's has a significant opportunity outside of the United
States. Unilever is in an ideal position to bring the Ben & Jerry's brand,
values and socially responsible message to consumers worldwide. These
opportunities strongly support Unilever's stated strategy for expanding the
ice cream category globally." Unilever is the world's largest ice cream
company, with such famous brands as Breyers All Natural, Good-Humor, Popsicle,
Klondike and Wall's.
"Much of the success of the Ben & Jerry's brand is based on its connections to
basic human values, and it is our hope and expectation that Ben & Jerry's
continues to engage in these critical, global economic and social missions,"
said Goldstein.
Ben & Jerry's CEO, Perry Odak, will lead the management team during this
important transition. The company will continue to be Vermont-based.
<PAGE>
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The transaction will be structured as a tender offer for all of Ben & Jerry's
shares at $43.60 in cash followed by a merger in which all the remaining Ben &
Jerry's shares will be exchanged for $43.60 in cash each. It is expected that
the tender offer will commence next week. The transaction is subject to
regulatory approvals and other customary conditions.
Security holders of Ben & Jerry's Homemade, Inc. should read the Tender Offer
Statement on Schedule TO filed by Unilever N.V., Conopco, Inc. and Vermont All
Natural Expansion Company when it becomes available because it will contain
important information about the tender offer. Investors can obtain such Tender
Offer Statement on Schedule TO and other filed documents for free at the
S.E.C.'s website www.sec.gov.
Ben & Jerry's produces a wide variety of super premium ice cream, ice cream
novelties, low fat ice cream, low fat yogurt and sorbet, using Vermont dairy
products and high quality, all natural ingredients. Ben & Jerry's is committed
to using milk and cream that have not been treated with the synthetic hormone,
rBGH. Ben & Jerry's products are distributed nationwide and in selected
foreign countries in supermarkets, grocery stores, convenience stores,
franchise Ben & Jerry's scoop shops, restaurants and other venues.
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 and
home and personal care products. Unilever operates in 88 countries around the
globe and employs 255,000 people. In the United States, Unilever sales
exceeded $8 billion in 1999. It employs 21,000 people and has 66 offices and
manufacturing sites in 23 states.
Contact:
Ben & Jerry's Homemade, Inc.
Chrystie Heimert, PR Manager
(802) 846-1500
or
Unilever United States, Inc.
John T. Gould, Jr., Director, Corporate Affairs
(212) 906-4694
