Kraft Heinz Company (The) Statement Regarding Unilever plc (2075X)
February 17 2017 - 7:08AM
UK Regulatory
TIDMULVR TIDM0NXM
RNS Number : 2075X
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.
The Kraft Heinz Company Statement Regarding Unilever plc /
Unilever NA
17(th) February 2017
The Kraft Heinz Company ("Kraft") notes the recent speculation
regarding a possible combination of Kraft and Unilever plc /
Unilever NA ("Unilever"). Kraft 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 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 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 Stock") in issue and
traded on NASDAQ under the banner KHC. The International Securities
Identification number for the Kraft Stock is US 5007541064
This is a press release by Kraft 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 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) Michael.Mullen@kraftheinzcompany.com
Christopher Jakubik, CFA investors ir@kraftheinzcompany.com
Lazard - Financial Adviser to
Kraft
William Rucker / Will Lawes T: 00 44 20 7187 2000
Alexander Hecker T: 001 212 632 6000
Disclosure requirements of the UK City Code of Takeovers and
Mergers
(the "Code")
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."
This information is provided by RNS
The company news service from the London Stock Exchange
END
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