JANA Sees Value in Pinnacle Foods

PURPOSE OF TRANSACTION.

 

The Reporting Persons acquired the Shares because they believe the Shares are undervalued and represent an attractive investment opportunity. JANA, with the assistance of the other Reporting Persons, intends to have discussions with members of the Issuer’s board of directors (the “Board“) and management team regarding value creation measures including (i) operations, costs and margin execution; (ii) capital allocation and capitalization; (iii) evaluating alternatives to realize the Issuer’s strategic value, including a sale or other consolidation opportunities potentially available to the Issuer as a result of its scale position in the frozen foods sector. The Reporting Persons may also seek to discuss other topics with the Issuer including Board composition. The Reporting Persons may also have discussions with shareholders and other parties relating to all such matters.  The Reporting Persons have historically maintained a constructive dialogue with the Issuer and the Reporting Persons expect to continue their engagement in this fashion; however, to the extent constructive resolution cannot be reached, JANA may pursue board change and has signed cooperation agreements with the other Reporting Persons as described in Item 6.
JANA, potentially with the assistance of the other Reporting Persons, may also take other steps to increase shareholder value as well as pursue other plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D, excluding (i) acquiring a control stake in the Issuer’s Shares, or grouping with any other party or parties to do so, (ii) engaging in an extraordinary transaction, such as a merger, with the Issuer, or acquiring a material amount of the Issuer’s assets, or grouping with any other party or parties to do either, or (iii) seeking to exert negative control over the important corporate actions of the Issuer, or grouping with any other party or parties to do so, although the Reporting Persons may seek to influence such actions through customary means including presenting its views for consideration to the Issuer, shareholders and other interested parties, privately or publicly, and, if necessary, through the exercise of its shareholder rights including the right to propose new directors for the Board.

 

Link: https://www.sec.gov/Archives/edgar/data/1564822/000090266418001985/0000902664-18-001985-index.htm


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