Attached files
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8-K - FORM 8-K - TreeHouse Foods, Inc. | c56468e8vk.htm |
EX-1.1 - EX-1.1 - TreeHouse Foods, Inc. | c56468exv1w1.htm |
EX-99.2 - EX-99.2 - TreeHouse Foods, Inc. | c56468exv99w2.htm |
EX-1.2 - EX-1.2 - TreeHouse Foods, Inc. | c56468exv1w2.htm |
EX-99.1 - EX-99.1 - TreeHouse Foods, Inc. | c56468exv99w1.htm |
Exhibit 99.3
NEWS RELEASE
Contact: Investor Relations
708.483.1300 Ext 1331
708.483.1300 Ext 1331
TreeHouse Announces Pricing of Common Stock Offering to Fund Sturm Foods Acquisition
Westchester,
IL, February 24, 2010 TreeHouse Foods, Inc. (NYSE: THS) announced today that it
priced its previously announced underwritten public offering of 2,350,000 shares of common stock at
$43.00 per share. The offering yields gross proceeds to TreeHouse of $101,050,000 and, net of
underwriting discount, proceeds of $96,250,125. The offering includes a 30-day option for the
underwriters to purchase up to an additional 352,500 shares of common stock to cover
over-allotments, if any. The offering is expected to close on March 1, 2010, subject to customary
conditions.
TreeHouse will use the net proceeds of the offering to fund, in part, the previously announced and
pending acquisition of Sturm Foods, Inc. TreeHouse expects to close the acquisition of Sturm Foods
on March 2, 2010.
BofA Merrill Lynch and Morgan Stanley are acting as joint book-running managers for the common
stock offering.
TreeHouse is making the offering pursuant to a shelf registration statement filed with the
Securities and Exchange Commission on February 16, 2010, which has been declared effective, and a
preliminary prospectus supplement, filed with the Securities and Exchange Commission on February
22, 2010. A final prospectus supplement relating to the offering will also be filed with the
Securities and Exchange Commission.
Copies of the prospectus and prospectus supplement relating to the common stock offering may be
obtained from BofA Merrill Lynch, Attention: Preliminary Prospectus Department, 4 World Financial
Center, New York, NY 10080 (Prospectus.Requests@ml.com) or Morgan Stanley, Attention: Prospectus
Department, 180 Varick Street, 2nd Floor, New York, New York 10014 (1-866-718-1649 or
prospectus@morganstanley.com).
TreeHouse has filed a registration statement (including a prospectus and a preliminary prospectus
supplement dated February 22, 2010) with the Securities and Exchange Commission for the offering to
which this communication relates. Before you invest, you should read the prospectus in that
registration statement and other documents TreeHouse has filed with the Securities and Exchange
Commission for
more complete information about TreeHouse and the offerings. You may get these documents for free
by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, TreeHouse, any underwriter or
any dealer participating in the offerings will arrange to send you the relevant prospectus, when
available, if you request it by calling TreeHouses Investor Relations department at 708-483-1300
Ext 1331.
This press release does not constitute an offer to sell, or the solicitation of an offer to
buy, any securities of TreeHouse, nor will there be any sale of securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification.
ABOUT TREEHOUSE FOODS
TreeHouse is a food manufacturer servicing primarily the retail grocery and foodservice channels.
Its products include non-dairy powdered coffee creamer; canned soup, salad dressings and sauces;
salsa and Mexican sauces; jams and pie fillings under the E.D. Smith brand name; pickles and
related products; infant feeding products; and other food products including aseptic sauces,
refrigerated salad dressings, and liquid non-dairy creamer. TreeHouse believes it is the largest
manufacturer of pickles and non-dairy powdered creamer in the United States and the largest
manufacturer of private label salad dressings in the United States and Canada based on sales
volume.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements. Forward-looking statements include all
statements that do not relate solely to historical or current facts, and can generally be
identified by the use of words such as may, should, could, expects, seek to,
anticipates, plans, believes, estimates, intends, predicts, projects, potential or
continue or the negative of such terms and other comparable terminology. These statements are
only predictions. The outcome of the events described in these forward-looking statements is
subject to known and unknown risks, uncertainties and other factors that may cause TreeHouses or
its industrys actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or achievement expressed or
implied by these forward-looking statements. TreeHouses Form 10-K for the year ended December 31,
2009 and the prospectus (including any prospectus supplements) related to the offerings discuss
some of the factors that could contribute to these differences. You are cautioned not to unduly
rely on such forward-looking statements, which speak only as of the date made, when evaluating the
information presented in this presentation. TreeHouse expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any forward-looking statement contained
herein, to reflect any change in its expectations with regard thereto, or any other change in
events, conditions or circumstances on which any statement is based.