Attached files
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EX-2.1 - EX-2.1 - SNYDER'S-LANCE, INC. | g24155exv2w1.htm |
EX-10.1 - EX-10.1 - SNYDER'S-LANCE, INC. | g24155exv10w1.htm |
EX-10.2 - EX-10.2 - SNYDER'S-LANCE, INC. | g24155exv10w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 21, 2010
LANCE, INC.
(Exact Name of Registrant as Specified in Charter)
North Carolina | 0-398 | 56-0292920 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
13024 Ballantyne Corporate Place, Suite 900, Charlotte, NC | 28277 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (704) 554-1421
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On July 21, 2010, Lance, Inc. (the Company or Lance), Lima Merger Corp. (Merger Sub) and
Snyders of Hanover, Inc. (Snyders) entered into an Agreement and Plan of Merger (the Merger
Agreement) providing for the combination of Lance and Snyders in a stock-for-stock merger of
equals. The Merger Agreement provides that, upon the terms and subject to the conditions set
forth in the Merger Agreement, Merger Sub will be merged with and into Snyders (the Merger),
with Snyders becoming a wholly-owned subsidiary of the Company.
As a result of the Merger, each outstanding share of Snyders common stock will be converted into
the right to receive 108.25 shares of Lance common stock. Each outstanding option to purchase
shares of Snyders common stock will be converted into an option to purchase Lance common stock at
the same exchange ratio. Additionally, prior to the closing of the Merger, Lance will declare a
cash dividend in the amount of $3.75 per share of Lance common stock issued and outstanding on the
record date. The dividend will be payable only to holders of Lance common stock on the record
date, which will be prior to the Merger. Payment of the dividend will be contingent on the
consummation of the Merger.
Upon the completion of the Merger, it is expected that current Snyders and Lance common
stockholders will respectively own 50.1% and 49.9% of the combined company on a basic share basis.
At the effective time of the Merger, Lance will amend its articles of incorporation to change the
name of the Company to Snyders-Lance, Inc., and the combined company will have corporate
headquarters in Charlotte, North Carolina and additional headquarters in Hanover, PA, where certain
key leaders and functions will continue to be located.
The Merger Agreement contains customary representations and warranties, most of which are
reciprocal between Lance and Snyders. Certain covenants require, among other things, that each of
the parties: (i) conduct its business in the ordinary course and consistent with past practices
during the interim period between the execution of the Merger Agreement and the consummation of the
Merger; (ii) subject to certain exceptions, not initiate, solicit, encourage or engage in
discussions or negotiations regarding any alternative business combination transaction; and (iii)
prepare and file a joint proxy statement/prospectus to be included in a Form S-4 which Lance will
file with the SEC. In addition, the Merger Agreement contains covenants that require each of Lance
and Snyders to, subject to applicable law and its organizational documents, call and hold a
special stockholder meeting and, subject to certain exceptions, require Snyders board of directors
to recommend to its stockholders the adoption of the Merger Agreement and Lances board of
directors to recommend to its stockholders the approval of the issuance of its common stock as
consideration in the Merger.
Completion of the Merger is subject to certain conditions, including, among others: (i) obtaining
stockholder approvals from both Lance and Snyders; (ii) obtaining approval of NASDAQ listing of
the Lance common stock to be issued as consideration in the Merger; (iii) the effectiveness of the
joint proxy statement/prospectus and the absence of a stop order or proceedings threatened or
initiated by the Securities and Exchange Commission; (iv) termination or expiration of any waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; (v) obtaining certain other
required regulatory and third-party approvals; (vi) the absence of injunctions prohibiting the
consummation of the Merger; and (vii) delivery of customary opinions from
counsel to Lance and counsel to Snyders that the Merger will qualify as a tax-free reorganization
for federal income tax purposes. The obligation of each party to consummate the Merger is also
conditioned upon the accuracy of the other partys representations and warranties, the other party
having performed its obligations under the Merger Agreement and the other partys not having
suffered a material adverse effect.
The Merger Agreement contains certain termination rights for both Lance and Snyders, including
rights to terminate by either party if the Merger is not consummated on or before April 1, 2011 or
if the approval of the stockholders of either Lance or Snyders is not obtained. The Merger
Agreement further provides that, upon the termination of the Merger Agreement under specified
circumstances, including termination of the Merger Agreement by Lance or Snyders as a result of
the other partys board of directors withdrawing or changing its recommendation to its stockholders
with respect to the Merger, the party whose board of directors withdrew or changed its
recommendation may be required to pay the other party a termination fee of $25 million.
The foregoing description of the Merger Agreement is not a complete description of all of the
parties rights and obligations under the Merger Agreement and is qualified in its entirety by
reference to the Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein
by reference.
The Merger Agreement and the above description of the Merger Agreement have been included to
provide investors and security holders with information regarding the terms of the Merger
Agreement. It is not intended to provide any other factual information about Lance, Snyders or
their respective subsidiaries or affiliates. The representations, warranties and covenants
contained in the Merger Agreement were made only for purposes of that agreement and as of specific
dates; were solely for the benefit of the parties to the Merger Agreement; may be subject to
limitations agreed upon by the parties, including being qualified by confidential disclosures made
by each contracting party to the other for the purposes of allocating contractual risk between them
that differ from those applicable to investors. Investors should not rely on the representations,
warranties and covenants or any description thereof as characterizations of the actual state of
facts or condition of Lance, Snyders or any of their respective subsidiaries, affiliates or
businesses. Moreover, information concerning the subject matter of the representations, warranties
and covenants may change after the date of the Merger Agreement, which subsequent information may
or may not be fully reflected in public disclosures by Lance or Snyders. Accordingly, investors
should read the representations and warranties in the Merger Agreement not in isolation but only in
conjunction with the other information about Lance or Snyders and their respective subsidiaries
that the respective companies include in reports, statements and other filings they make with the
Securities and Exchange Commission.
Voting Agreement
In connection with the execution of the Merger Agreement, each of Michael A. Warehime, Patricia A.
Warehime and Charles E. Good, in his capacity as trustee or officer of certain Warehime family
trusts or entities (the Snyders Voters), entered into an agreement with Lance (the Voting
Agreement) which will terminate upon the earlier of the effective date of the Merger Agreement or
the termination of the Merger Agreement.
Pursuant to the terms of the Voting Agreement, the Snyders Voters agreed, among other things, to
vote (or cause to be voted) all shares of Snyders Class A Common Stock, which is Snyders only
class of outstanding voting stock, owned beneficially by each of them (i) in favor of the adoption
and approval of the Merger Agreement and the transactions contemplated thereby and (ii) against any
action or agreement that would reasonably be expected to adversely affect the consummation of, or
materially alter the terms of, the Merger. As of July 21, 2010, the Snyders Voters had the right
to vote 145,490 shares of Snyders Class A Common Stock, representing 49.9% of the outstanding
voting power of Snyders common shares. The Snyders Voters also agreed not to sell, transfer or
otherwise dispose of any of the Snyders Class A Common Stock owned beneficially by each of them,
unless the right to vote such shares in the manner proscribed in the Voting Agreement was retained.
The foregoing description of the Voting Agreement is not a complete description of all of the
parties rights and obligations under the Voting Agreement and is qualified in its entirety by
reference to the Voting Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein
by reference.
Standstill Agreement
As a condition to Lances execution of the Merger Agreement, Michael A. Warehime and Patricia A.
Warehime (the Warehimes) entered into an agreement with Lance (the Standstill Agreement), which
shall terminate upon the earliest of (i) the termination of the Standstill Agreement by Lance and
the Warehimes, (ii) the termination of the Merger Agreement or (iii) the third anniversary of the
effective time of the Merger.
Pursuant to the terms of the Standstill Agreement, the Warehimes agreed, subject to certain
exceptions set forth therein, not to (i) acquire or attempt to acquire any additional shares of
Lance stock or any material assets of Lance or any subsidiary or division of Lance, (ii) transfer
any or all of their shares of Lance stock or (iii) take any action contrary to maintaining certain
aspects of the proposed governance structure for the combined company through 2012. The Standstill
Agreement further provides that in no event may the Warehimes beneficially own more than thirty
percent (30%) in the aggregate of the issued and outstanding shares of Lance stock at any time.
The foregoing description of the Standstill Agreement is not a complete description of all of the
parties rights and obligations under the Standstill Agreement and is qualified in its entirety by
reference to the Standstill Agreement, which is filed as Exhibit 10.2 hereto and is incorporated
herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
The Merger Agreement provides that, upon completion of the Merger, the combined companys board of
directors will be expanded to 16 directors, consisting of eight current Lance directors and eight
Snyders directors. The continuing Lance directors will be William R. Holland, James W. Johnston,
W. J. Prezzano (Lead Independent Director), Jeffrey A. Atkins, J. P. Bolduc, Isaiah Tidwell, David
V. Singer and Dan C. Swander. S. Lance Van Every, a current director of Lance, has agreed to
resign from the board effective and contingent upon the consummation of the Merger. The following
current Snyders directors will become directors of the combined
company subject to election by the Lance stockholders at a special meeting and consummation of the
Merger: Michael A. Warehime (Chairman), Carl E. Lee, Jr., Peter P. Brubaker and John E. Denton.
Four additional Snyders directors, Patricia A. Warehime, C. Peter Carlucci, Jr., Sally W. Yelland,
and a person to be nominated by Snyders subject to determination of independence and approval by
the board of directors and upon recommendation of the governance and nominating committee, will be
appointed as directors of the combined company as of the closing of the Merger.
The Merger Agreement provides that David V. Singer, current Lance President and Chief Executive
Officer, will become Chief Executive Officer of the combined company. Carl E. Lee, Jr., current
Snyders President and Chief Executive Officer, will become President and Chief Operating Officer
of the combined company, and Rick D. Puckett, current Lance Executive Vice President and Chief
Financial Officer, will become Executive Vice President and Chief Financial Officer of the combined
company
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Exhibit Description | |
2.1
|
Agreement and Plan of Merger, dated as of July 21, 2010, by and among Lance, Inc., Lima Merger Corp. and Snyders of Hanover, Inc. | |
10.1
|
Voting Agreement, dated as of July 21, 2010, by and among Lance, Inc. and the certain Snyders shareholders parties thereto | |
10.2
|
Standstill Agreement, dated as of July 21, 2010, by and among Lance, Inc., Michael A. Warehime and Patricia A. Warehime |
Important Information for Investors and Stockholders
This Form 8-K relates to a proposed merger between Lance and Snyders that will become the subject
of a registration statement, which will include a joint proxy statement/prospectus, to be filed by
Lance with the SEC. This Form 8-K is not a substitute for the joint proxy statement/prospectus
that Lance will file with the SEC or any other document that Lance may file with the SEC or Lance
or Snyders may send to its stockholders in connection with the proposed merger. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT
DOCUMENTS THAT MAY BE FILED WITH THE SEC OR SENT TO SHAREHOLDERS, INCLUDING THE DEFINITIVE JOINT
PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT ON FORM S-4, AS THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. All
documents, when filed, will be available in the case of Lance, free of charge at the SECs website
(www.sec.gov) or by directing a request to Lance through
Dee Noon, Assistant to the CFO, at 704-556-5727 and, in the case of Snyders, by directing a
request to John Bartman, Vice President of Human Resources, at 717-632-4477.
Participants in the Solicitation
Snyders, Lance and their respective directors and executive officers may be deemed under the rules
of the SEC to be participants in the solicitation of proxies from the stockholders of Lance. A
list of the names of those directors and executive officers and descriptions of their interests in
Lance and Snyders will be contained in the joint proxy statement/prospectus which will be filed by
Lance with the SEC. Stockholders may obtain additional information about the interests of the
directors and executive officers in the proposed transaction by reading the joint proxy
statement/prospectus when it becomes available.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LANCE, INC. |
||||
Date: July 26, 2010 | By: | /s/ Rick D. Puckett | ||
Rick D. Puckett | ||||
Executive Vice President, Chief Financial Officer, Treasurer and Secretary |
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
Washington, DC
EXHIBITS
CURRENT REPORT
ON
FORM 8-K
ON
FORM 8-K
Date of Event Reported: | Commission File No: | |
July 21, 2010 | 0-398 |
LANCE, INC.
EXHIBIT INDEX
Exhibit No. | Exhibit Description | |
2.1
|
Agreement and Plan of Merger, dated as of July 21, 2010, by and among Lance, Inc., Lima Merger Corp. and Snyders of Hanover, Inc. | |
10.1
|
Voting Agreement, dated as of July 21, 2010, by and among Lance, Inc. and the certain Snyders shareholders parties thereto | |
10.2
|
Standstill Agreement, dated as of July 21, 2010, by and among Lance, Inc., Michael A. Warehime and Patricia A. Warehime |