RNS Number : 2103X
Kraft Heinz Company (The)
17 February 2017
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO, DIRECTLY OR INDIRECTLY, OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
Corrected: The Kraft Heinz Company Statement Regarding Unilever plc / Unilever NV
Corrected reference to The Kraft Heinz Company
17(th) February 2017
The Kraft Heinz Company (NASDAQ: KHC) ("Kraft Heinz") notes the recent speculation regarding a possible combination of Kraft Heinz and Unilever plc / Unilever NV ("Unilever"). Kraft Heinz confirms that it has made a comprehensive proposal to Unilever about combining the two groups to create a leading consumer goods company with a mission of long-term growth and sustainable living. While Unilever has declined the proposal, we look forward to working to reach agreement on the terms of a transaction. There can be no certainty that any further formal proposal will be made to the Board of Unilever or that an offer will be made at all or as to the terms of any transaction.
This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the UK City Code on Takeovers and Mergers (the "Code"). In accordance with Rule 2.6(a) of the Code, Kraft Heinz must, by not later than 5.00 p.m. (London time) on 17 March 2017, either announce a firm intention to make an offer for Unilever in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for Unilever in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of Unilever and the UK Takeover Panel in accordance with Rule 2.6(c) of the Code.
In accordance with Rule 2.9 of the Code, Kraft Heinz discloses that, as at the date of this announcement, it has 1,216,816,890 shares of common stock par value $0.01 each ("Kraft Heinz Stock") in issue and traded on NASDAQ under the banner KHC. The International Securities Identification number for the Kraft Heinz Stock is US 5007541064
This is a press release by Kraft Heinz pursuant to the provisions of Section 4 Paragraph 3 of the Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft) of the Netherlands in connection with a potential voluntary public offer by Kraft Heinz for all the issued and outstanding ordinary shares in the capital of Unilever. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. Any offer will be made only by means of an offer memorandum.
A further statement will be made as appropriate.
English and Dutch versions of this press release will be posted on www.kraftheinzcompany.com
The Kraft Heinz Company Email:
Michael Mullen (media) [email protected]
Christopher Jakubik, CFA [email protected]
Lazard - Financial Adviser
to Kraft Heinz
William Rucker / Will T: 00 44 20 7187 2000
Alexander Hecker T: 001 212 632 6000
Disclosure requirements of the UK City Code of Takeovers and Mergers
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure."
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