MCLEAN, Va., April 28 /PRNewswire/ -- Mars, Incorporated ("Mars")
announced today a merger agreement with Chicago-based Wm. Wrigley Jr.
Company (NYSE: WWY) ("Wrigley") in a transaction valued at approximately
$23 billion. Under the terms of the agreement, Wrigley will become a
separate, stand-alone subsidiary of Mars. With $5.4 billion in sales,
Wrigley is a world leader in gum and confections.
Under the terms of the agreement, unanimously approved by the Boards of
Directors of both companies, shareholders of Wrigley will receive $80 in
cash for each share of Common Stock and Class B Common Stock. Based on
Wrigley's closing share price of $62.45 on April 25, 2008 and its
three-month weighted average share price of $59.88, this represents a
premium of 28.1% and 34%, respectively, to Wrigley stockholders. The
transaction is fully underwritten and not subject to financing conditions.
Financing for the transaction will be provided by Berkshire Hathaway,
Goldman Sachs and JPMorgan. At closing, Berkshire Hathaway will make a
minority equity investment in the Wrigley subsidiary.
The combined company would have a strong foundation of established
brands in six core growth categories -- chocolate, non-chocolate
confectionery, gum, food, drinks and petcare -- including M&M'S(R),
SNICKERS(R), DOVE(R), MARS(R), Orbit(R), Extra(R), Doublemint(R), UNCLE
BEN'S(R), PEDIGREE(R), WHISKAS(R), ROYAL CANIN(R) and BANFIELD(R). The
transaction builds the Mars business by strengthening and diversifying its
confectionery business, and enhancing its potential for growth in the
chocolate, non-chocolate confectionery and gum categories.
"When this transaction is completed, we will be proud to welcome
Wrigley's associates to our company," said Paul S. Michaels, global
president of Mars, Incorporated. "The strong cultural heritage of two
legendary American companies with a shared commitment to innovation,
quality and best-in-class global brands provides a great basis for this
combination. We are looking forward to continuing on our path of growth by
jointly developing those values even further."
The combination will allow Wrigley to retain its character and focus as
a stand-alone business while being part of a larger family corporation that
has a strong heritage and an entrepreneurial and global culture.
Michaels added, "We understand how important Wrigley's presence has
been for Chicago over the past century and have committed to maintain its
headquarters and operations in the city. Mars has a long history of
involvement in the greater Chicago economy and community, and we look
forward to strengthening these ties by maintaining Wrigley's heritage
there."
Wrigley was founded in Chicago in 1891 and Mars currently operates
three plants in Illinois, including a chocolate confectionery plant in Oak
Park, which celebrated its 75th anniversary in 2004.
To provide more focus to Mars' brands and drive growth, the company
will be transferring its global non-chocolate confectionery sugar brands,
including Starburst(R) and Skittles(R), to Wrigley. Following completion of
the transaction, Bill Wrigley, Jr. will remain Executive Chairman of
Wrigley, reporting to Paul S. Michaels. He will work closely with Bill
Perez, President and Chief Executive Officer, and the current Wrigley
management team, which has a strong track record of delivering consistently
superior performance.
The proposed transaction is subject to customary closing conditions,
including approval by Wrigley stockholders and certain governmental and
agency regulatory clearances. Both parties hope to close the transaction
within six to twelve months.
JPMorgan is acting as financial advisor to Mars, Incorporated, and
Simpson Thacher & Bartlett LLP is acting as legal counsel.
About Mars, Incorporated
Mars, Incorporated is a family owned company that produces some of the
world's leading confectionery, food and petcare products and has growing
beverage and health & nutrition businesses. Headquartered in McLean,
Virginia, Mars, Incorporated operates in more than 66 countries and employs
more than 48,000 associates worldwide. The company's global sales are $22
billion annually. Founded in 1911, the company manufactures and markets a
variety of products under many of the world's most recognizable trademarks,
including DOVE(R), MILKY WAY(R), M&M'S(R), SNICKERS(R), MARS(R), UNCLE
BEN'S(R) Rice, ROYAL CANIN(R) and PEDIGREE(R) and WHISKAS(R) petcare
products.
About the Wrigley Company
The Wm. Wrigley Jr. Company is a recognized leader in confections with
a wide range of product offerings including gum, mints, hard and chewy
candies, lollipops, and chocolate. The Company has global sales of $5.4
billion and distributes its world-famous brands in more than 180 countries.
Three of these brands -- Wrigley's Spearmint(R), Juicy Fruit(R), and
Altoids(R) -- have heritages stretching back more than a century. Other
well-loved brands include Doublemint(R), Life Savers(R), Big Red(R),
Boomer(R), Pim Pom(R), Winterfresh(R), Extra(R), Freedent(R), Hubba
Bubba(R), Orbit(R), Excel(R), Creme Savers(R), Eclipse(R), Airwaves(R),
Solano(R), Sugus(R), P.K.(R), Cool Air(R) and 5(TM).
Media Contacts:
Brunswick Group:
U.S.
Steve Lipin / Cindy Leggett-Flynn, 212-333-3810
U.K.
Jonathan Glass, +44 (0)20 7404 5959
SOURCE Mars, Incorporated
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CONTACT: U.S.: Steve Lipin, or Cindy Leggett-Flynn, +1-212-333-3810, U.K.: Jonathan Glass, +44(0)20-7404-5959, all of Brunswick Group for Mars, Incorporated
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