Cravath Represents Unilever in Sale of Brands

August 12, 2013 - Unilever today announced that it has signed an agreement for the sale of its Wish-Bone and Western dressings brands to Pinnacle Foods Inc. for a total cash consideration of approximately $580 million, subject to regulatory approval. Cravath, Swaine & Moore LLP represented Unilever in connection with this transaction, which is expected to close later in the third quarter, or early fourth quarter 2013.

The Cravath team included partner Mark I. Greene and associate Gregory J. Ligelis Jr. (corporate); partner Michael L. Schler and associates Joanne J. Lee and William B. Abbott (tax); partner Matthew Morreale (environmental) and partner David J. Kappos and associates Gregory R. Baden and Benjamin D. Landry (intellectual property). Rachael G. Coffey and summer associate Lee Blum also worked on corporate matters and summer associate Christopher Davis also worked on intellectual property matter.

Unilever Agrees to Sell Wish-Bone and Western Brands to Pinnacle Foods

 

LONDON & ROTTERDAM, Netherlands--(BUSINESS WIRE)--Unilever today announced that it has signed an agreement for the sale of its Wish-Bone and Western dressings brands to Pinnacle Foods Inc. for a total cash consideration of approximately $580 million, subject to regulatory approval.

The transaction does not include Unilever’s facility in Independence, Missouri, at which Wish-Bone and Western brands are currently produced, but the factory will continue to manufacture for Pinnacle Foods under a third-party agreement.

Kees Kruythoff, president of Unilever North America, said: “Wish-Bone is an iconic brand and the number-one Italian dressings brand in the US. We believe that the potential of both the Wish-Bone and Western brands can now be more fully realised with Pinnacle Foods. As we continue to shape our portfolio to deliver sustainable growth for Unilever, this change will give us the focus to drive growth behind our core foods portfolio.”

The annual turnover for Wish-Bone and Western is approximately $190 million. The transaction, subject to regulatory approval and customary closing conditions, is expected to close later in Q3, or early Q4 2013.

SAFE HARBOUR:

This announcement may contain forward-looking statements, including 'forward-looking statements' within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as 'will', 'aim', 'expects', 'anticipates', 'intends', 'looks', 'believes', 'vision' or the negative of these terms and other similar expressions of future performance or results, and their negatives, are intended to identify such forward-looking statements. These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the Unilever group (the "Group"). They are not historical facts, nor are they guarantees of future performance.

Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Among other risks and uncertainties, the material or principal factors which could cause actual results to differ materially are: Unilever's global brands not meeting consumer preferences; increasing competitive pressures; Unilever's investment choices in its portfolio management; inability to find sustainable solutions to support long-term growth; customer relationships; the recruitment and retention of talented employees; disruptions in our supply chain; the cost of raw materials and commodities; secure and reliable IT infrastructure; successful execution of acquisitions, divestitures and business transformation projects; economic and political risks and natural disasters; the debt crisis in Europe; financial risks; failure to meet high product safety and ethical standards; and managing regulatory, tax and legal matters. Further details of potential risks and uncertainties affecting the Group are described in the Group's filings with the London Stock Exchange, NYSE Euronext in Amsterdam and the US Securities and Exchange Commission, including the Group's Annual Report on Form 20-F for the year ended 31 December 2012 and Annual Report and Accounts 2012. These forward-looking statements speak only as of the date of this announcement. Except as required by any applicable law or regulation, the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

About Unilever

Unilever is one of the world’s leading suppliers of Food, Home and Personal Care products with sales in over 190 countries. Our products are present in 7 out of 10 homes globally and are used by over 2 billion people on a daily basis. We work with 173,000 colleagues around the world and generated annual sales of over €50 billion in 2012. Over half of our company’s footprint is in the faster growing developing and emerging markets (57% in Q1 2013). Working to create a better future every day, we help people feel good, look good and get more out of life. Our portfolio includes some of the world’s best known brands such as Knorr, Persil / Omo, Dove, Sunsilk, Hellmann’s, Lipton, Rexona / Sure, Wall’s, Lux, Rama, Ponds and Axe, 14 of which now generate a turnover of €1 billion or more.

Our ambition is to double the size of our business, whilst reducing our overall environmental footprint (including sourcing, consumer use and disposal) and increasing our positive social impact. We are committed to helping more than a billion people take action to improve their health and well-being, sourcing all our agricultural raw materials sustainably by 2020, and decoupling our growth from our environmental impact. Supporting our three big goals, we have defined seven pillars, underpinned by targets encompassing social, environmental and economic areas. See more on the Unilever Sustainable Living Plan at www.unilever.com/sustainable-living/.

Unilever has been recognised in the Dow Jones Sustainability World Indexes for 14 consecutive years. We are included in the FTSE4Good Index Series and attained a top environmental score of 5, leading to inclusion in the FTSE4Good Environmental Leaders Europe 40 Index. In 2012 Unilever led the Climate Counts Company Scorecard and the list of Global Corporate Sustainability Leaders in the GlobeScan /Sustainability latest annual survey - both for the third year running. The company is an employer of choice in many of the countries in which it operates and is seen as a symbol for innovation and leadership development.

For more information about Unilever and its brands, please visit www.unilever.com.

About Pinnacle Foods

In more than 85% of American households, consumers reach for Pinnacle Foods brands. Pinnacle Foods is a Top 1000 Company as ranked by Fortune Magazine. We are a leading producer, marketer and distributor of high-quality branded food products, which have been trusted household names for decades. Headquartered in Parsippany, NJ, our business employs an average of 4,400 employees. We are a leader in the shelf stable and frozen foods segments and our brands hold the #1 or #2 market position in 10 of the 12 major categories in which they compete. Our Duncan Hines Grocery Division manages brands such as Duncan Hines® baking mixes and frostings, Vlasic® shelf-stable pickles, Mrs. Butterworth's® and Log Cabin® table syrups, Armour® canned meats, Brooks® and Nalley® chili and chili ingredients, Duncan Hines® Comstock® and Wilderness® pie and pastry fruit fillings and Open Pit® barbecue sauces. Our Birds Eye Frozen Division manages brands such as Birds Eye®, Birds Eye Steamfresh®, C&W®, McKenzie's®, and Freshlike® frozen vegetables, Birds Eye Voila!® complete bagged frozen meals, Van de Kamp's® and Mrs. Paul's® frozen prepared seafood, Hungry-Man® frozen dinners and entrées, Aunt Jemima® frozen breakfasts, Lender's® frozen and refrigerated bagels, and Celeste® frozen pizza. Our Specialty Foods Division manages Tim's Cascade Snacks®, Hawaiian® kettle style potato chips, Erin's® popcorn, Snyder of Berlin® and Husman's® snacks in addition to our food service and private label businesses. Further information is available at www.pinnaclefoods.com.