공시 • Mar 12
Campbell Soup Company (NYSE:CPB) completed the acquisition of Sovos Brands, Inc. (NasdaqGS:SOVO) from Advent International Corporation and others.
Campbell Soup Company (NYSE:CPB) entered into an agreement to acquire Sovos Brands, Inc. (NasdaqGS:SOVO) from Advent International Corporation and others for $2.4 billion on August 7, 2023. Sovos Brands, Inc. shareholders will receive $23.00 per share in cash as consideration. Campbell plans to finance the acquisition price through the issuance of new debt. Under the Merger Agreement, Sovos is also required to pay a termination fee of approximately $71 million to Campbell if the Merger Agreement is terminated by Sovos. If transaction is terminated by Campbel, under certain circumstance Campbell is also required to pay a one-time fee equal to $145 million in cash to Sovos. If the Merger is consummated, the Sovos Common Stock will be delisted from NASDAQ. On October 10, 2023, various lenders have provided Campbell Soup Company with an unsecured delayed draw term loan facility in an aggregate principal amount of up to $2 billion to finance the transaction.
The closing of the transaction is subject to Sovos Brands stockholder approval and customary closing conditions, including regulatory approvals, the expiration or termination of any waiting period applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The transaction has been unanimously approved by the Boards of Directors of Sovos. The transaction is also approved by the board of directors of Campbell. In addition, each member of the Board of Directors of Sovos Brands that is a stockholder of Sovos Brands and certain funds affiliated with Advent International that are stockholders of Sovos Brands have entered into voting agreements with Campbell, pursuant to which each has agreed, among other things, to support the transaction. As of August 7, 2023, the Voting Parties collectively owned approximately 46% of the shares of outstanding Company Stock. On October 16, 2023, Sovos Brands stockholders approved the transaction. On October 23, 2023, Campbell Soup and Sovos each received a request for additional information from the U.S. Federal Trade Commission (the “ FTC ”) in connection with the FTC’s review of the transaction. Closing of the transaction is expected by the end of December 2023. As of October 16, 2023, the transaction is expected to close during the fourth quarter of 2023. As of October 23, 2023, the transaction is expected to close in 2024. As on February 13, 2024, transaction is expected to be completed within days of the March 11, 2024 expiration date. As of March 6, 2024, transaction is expected to close in the week of March 11, 2024. The transaction is expected to be accretive to adjusted diluted earnings per share by the second year, excluding one-time integration expenses and costs to achieve synergies.
Evercore acted as Campbell’s lead financial advisor in this transaction. John D. Amorosi and Daniel Brass, Travis Triano, Frank J. Azzopardi, Kara L. Mungovan, Howard Shelanski of Davis Polk & Wardwell LLP acted as Campbell’s legal counsels. Goldman Sachs & Co. LLC and Centerview Partners LLC acted as financial advisors to Sovos Brands, and Keith Flaum and Rick Climan, Jalpit Amin, Mike Frank, Lauren Battaglia, Logan Breed, Richard Aftanas, Tao Leung and Brian Eyink of Hogan Lovells US LLP and Richards, Layton & Finger, P.A. acted as legal counsels. Sovos Brands agreed to pay Goldman Sachs a transaction fee of approximately $27.4 million. Sovos Brands agreed to pay Centerview a transaction fee of approximately $7 million, $2 million of which was payable upon the rendering of Centerview’s opinion and the remainder of which is payable contingent upon the consummation of the merger. Ramona Nee, James Griffin, Jennifer Britz, Alexander D. Lynch, Ashley Butler, Kaitlin Descovich, Lyuba Goltser, Michael Nissan, Emily E. Willey, Michael D Messina, and Claudia Lai of Weil, Gotshal & Manges LLP acted as Advent International’s legal counsel. Goldman Sachs & Co. LLC acted as fairness opinion provider to the board of directors of Sovos. Alexandra J. McCormack and Paul T. Schnell of Skadden, Arps, Slate, Meagher & Flom LLP represented Goldman Sachs & Co. LLC as financial advisor to Sovos Brands, Inc. MacKenzie Partners, Inc. is the solicitation agent for Sovos Brands for a fee of approximately $15,000. Equiniti Trust Company is the transfer agent for stocks of Sovos Brands.
Campbell Soup Company (NYSE:CPB) completed the acquisition of Sovos Brands, Inc. (NasdaqGS:SOVO) from Advent International Corporation and others on March 12, 2024. In connection with the consummation of the Merger, (i) each of William R. Johnson, Todd R. Lachman, Tamer Abuaita, Jefferson M. Case, Neha U. Mathur, David S. Roberts, Valarie L. Sheppard, and Vijayanthimala (Mala) Singh, the members of the board of directors of Sovos Brands immediately prior to the Effective Time, ceased to be directors of Sovos Brands at the Effective Time, and the board of directors of Campbell immediately prior to the Effective Time were appointed as directors of Sovos Brands as of the Effective Time; and (ii) each of Todd R. Lachman, Risa Cretella, Katie J. Gvazdinskas, Christopher W. Hall, E. Yuri Hermida, Kirk A. Jensen, Isobel A. Jones and Lisa Y. O’Driscoll, the executive officers of the Company immediately prior to the Effective Time, ceased to be officers of Sovos Brands at the Effective Time and the officers of Campbell immediately prior to the Effective Time were appointed as officers of Sovos Brands.
