UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to § 240.14a-12

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SNYDER’S-LANCE, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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(1)

Title of each class of securities to which transaction applies:

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(2)

Aggregate number of securities to which transaction applies:

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(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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(4)

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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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(1)

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SNYDER’S-LANCE, INC.

February 20, 2018

To the Shareholders of Snyder’s-Lance, Inc.:

We are pleased to invite you to attend our special meeting of shareholders (the “special meeting”) to be held on March 23, 2018, at 9:00 a.m. Eastern Time at The Ballantyne Hotel & Lodge, York Room, 10000 Ballantyne Commons Parkway, Charlotte, NC 28277.

On December 18, 2017, we entered into an Agreement and Plan of Merger, including the Plan of Merger included therein (together, as may be amended from time to time, the “merger agreement”) with Campbell Soup Company, a New Jersey corporation (“Campbell”), and Twist Merger Sub, Inc., a North Carolina corporation and indirect wholly owned subsidiary of Campbell (“Merger Sub”), pursuant to which Campbell will acquire the Company by means of a merger of Merger Sub with and into the Company, with the Company continuing as the surviving entity following the merger and as an indirect wholly owned subsidiary of Campbell (the “merger”). At the special meeting, you will be asked to consider and vote upon:

(1)

a proposal to approve the merger agreement;

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(2)

a proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement (the “Adjournment Proposal”); and

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(3)

a proposal to approve, on a non-binding, advisory basis, the payment of certain compensation and benefits to our named executive officers that is based on or otherwise relates to the merger, which they will or may be entitled to receive from the Company (or its successor) (the “Merger-Related Compensation Proposal”).

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If the merger is completed, you will be entitled to receive $50.00 in cash, without interest and less any required tax withholding, for each share of our common stock that you own.

After due consideration and discussion, our Board, by the unanimous vote of all directors voting, has (i) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to and in the best interests of the Company and its shareholders, (ii) approved, adopted and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger and (iii) recommended approval of the merger agreement by our shareholders. Our Board, by the unanimous vote of all directors voting, recommends that you vote (1) “FOR” the proposal to approve the merger agreement, (2) “FOR” the Adjournment Proposal and (3) “FOR” the non-binding, advisory Merger-Related Compensation Proposal.

The enclosed proxy statement provides detailed information about the special meeting, the merger agreement and the merger. A copy of the merger agreement is attached as Annex A to the accompanying proxy statement. The proxy statement also describes the actions and determinations of our Board in connection with its evaluation of the merger agreement and the merger. We encourage you to read the proxy statement and its annexes, including the merger agreement, carefully and in their entirety. You may also obtain more information about the Company from documents we file with the Securities and Exchange Commission (the “SEC”) from time to time.

YOUR VOTE IS VERY IMPORTANT. The merger cannot be completed unless the merger agreement is approved by the affirmative vote of the holders of 75% of the outstanding shares of our common stock. EVEN IF YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, WE REQUEST THAT YOU AUTHORIZE YOUR PROXY TO VOTE YOUR SHARES BY EITHER MARKING, SIGNING, DATING AND PROMPTLY RETURNING THE PROXY CARD OR SUBMITTING YOUR PROXY OR VOTING INSTRUCTIONS BY TELEPHONE OR INTERNET. If you are a shareholder of record and attend the special meeting and desire to vote in person, you may do so even though you have previously sent a proxy. The failure to vote, or an abstention from voting, will have exactly the same effect as voting against the proposal to approve the merger agreement.

If your shares are held in “street name,” you should instruct your broker on how to vote your shares, following the procedures provided by your broker. Your broker may be unable to vote your shares without instructions from you. The failure to instruct your broker on how to vote your shares could have exactly the same effect as voting against the proposal to approve the merger agreement.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

1290 Avenue of the Americas, 9th Floor
New York, NY 10104
Banks, Brokers and Shareholders
Call Toll Free: (877) 255-0134
Via Email: SnydersLance@georgeson.com

Sincerely,

Brian J. Driscoll
President and Chief Executive Officer

The merger agreement and the merger have not been approved or disapproved by the SEC or any state securities commission. Neither the SEC nor any state securities commission has passed upon the merits or fairness of the merger or upon the adequacy or accuracy of the information contained in this document or the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated February 20, 2018 and is first being mailed to shareholders on or about February 20, 2018.

SNYDER’S-LANCE, INC.
13515 Ballantyne Corporate Place
Charlotte, North Carolina 28277

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on March 23, 2018
9:00 a.m. Eastern Time

Notice is hereby given that the special meeting of shareholders (the “special meeting”) of Snyder’s-Lance, Inc., a North Carolina corporation (the “Company”), will be held at The Ballantyne Hotel & Lodge, York Room, 10000 Ballantyne Commons Parkway, Charlotte, NC 28277, on March 23, 2018, at 9:00 a.m. Eastern Time, to consider and vote upon:

(1)

a proposal to approve the Agreement and Plan of Merger, dated as of December 18, 2017 entered into among the Company, Campbell Soup Company, a New Jersey corporation (“Campbell”), and Twist Merger Sub, Inc., a North Carolina corporation and indirect wholly owned subsidiary of Campbell (“Merger Sub”), including the Plan of Merger included therein, each as may be amended from time to time (together, the “merger agreement”). Pursuant to the merger agreement, Campbell will acquire the Company by means of a merger of Merger Sub with and into the Company on the terms and subject to the conditions set forth in the merger agreement, with the Company continuing as the surviving entity following the merger and as an indirect wholly owned subsidiary of Campbell (the “merger”);

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(2)

a proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement (the “Adjournment Proposal”); and

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(3)

a proposal to approve, on a non-binding, advisory basis, the payment of certain compensation and benefits to our named executive officers that is based on or otherwise relates to the merger, which they will or may be entitled to receive from the Company (or its successor) (the “Merger-Related Compensation Proposal”).

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The foregoing matters are more fully described in the attached proxy statement, which forms a part of this notice and is incorporated herein by reference.

Our Board, by the unanimous vote of all directors voting, recommends that you vote (1) “FOR” the proposal to approve the merger agreement, (2) “FOR” the Adjournment Proposal and (3) “FOR” the non-binding, advisory Merger-Related Compensation Proposal.

Under the NCBCA, in connection with the merger, shareholders have no right to demand appraisal of their shares of the Company’s common stock and obtain payment in cash for the fair value of such shares. See “Appraisal Rights” on page 86.

Pursuant to our restated articles of incorporation, the affirmative vote of the holders of 75% of the outstanding shares of our common stock as of the close of business on the record date is required to approve the merger agreement. The affirmative vote of a majority of the votes cast by holders of our common stock present at the special meeting, either in person or by proxy, and entitled to vote at the special meeting is required to approve the Adjournment Proposal and the non-binding, advisory Merger-Related Compensation Proposal.

YOUR VOTE IS VERY IMPORTANT, regardless of the number of shares that you own. The merger cannot be completed unless the merger agreement is approved by the affirmative vote of the holders of 75% of the outstanding shares of our common stock. EVEN IF YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, WE REQUEST THAT YOU AUTHORIZE YOUR PROXY TO VOTE YOUR SHARES BY EITHER MARKING, SIGNING, DATING AND PROMPTLY RETURNING THE PROXY CARD OR SUBMITTING YOUR PROXY OR VOTING INSTRUCTIONS BY TELEPHONE OR INTERNET. If you are a shareholder of record and attend the special meeting and desire to vote in person, you may do so even though you have previously sent a proxy. The failure to vote, or an abstention from voting, either in person or by proxy, will have exactly the same effect as voting “AGAINST” the proposal to approve the merger agreement.

If you attend the special meeting in person and fail to vote in person by ballot and have not previously authorized your proxy to vote your shares as described above, that will be treated as an abstention. Abstentions will have the same effect as voting “AGAINST” the proposal to approve the merger agreement. However, abstentions will have no effect on the result of the vote on the Adjournment Proposal or the non-binding, advisory Merger-Related Compensation Proposal. Abstentions will be considered present for the purpose of determining the presence of a quorum.

If your shares are held in “street name,” you should instruct your broker on how to vote your shares, following the procedures provided by your broker. Your broker may be unable to vote your shares without instructions from you. The failure to instruct your broker on how to vote your shares could have exactly the same effect as voting “AGAINST” the proposal to approve the merger agreement.

Any proxy may be revoked at any time prior to its exercise by (i) giving written notice to our Corporate Secretary at our principal executive offices at 13515 Ballantyne Corporate Place, Charlotte, North Carolina 28277, stating that you would like to revoke your proxy, (ii) completing and submitting a new proxy card bearing a later date (in any of the permitted forms), or (iii) voting in person at the special meeting. If your shares are held in the name of a broker, bank or other agent, you must follow instructions received from such broker, bank or agent with this proxy statement in order to revoke your vote or to vote in person at the special meeting.

Only shareholders of record as of the close of business on February 16, 2018, are entitled to notice of and to vote at the special meeting or at any postponement or adjournment thereof. A list of shareholders entitled to vote at the special meeting will be available in our offices located at 13515 Ballantyne Corporate Place, Charlotte, North Carolina 28277, during regular business hours for a period commencing two business days after notice of the special meeting is given and continuing through such special meeting and at the place of the special meeting during the meeting.

By order of the Board of Directors,

Gail Sharps Myers
Senior Vice President, General Counsel and Secretary

Charlotte, North Carolina
February 20, 2018

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SNYDER’S-LANCE, INC.
PROXY STATEMENT FOR THE
SPECIAL MEETING OF SHAREHOLDERS
QUESTIONS AND ANSWERS ABOUT THE MERGER

Q:

Why am I receiving these materials?

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A:

On December 18, 2017, the Company entered into the merger agreement with Campbell and Merger Sub. You are receiving this proxy statement as a shareholder of the Company in connection with the solicitation of proxies by our Board in favor of the approval of the merger agreement and the other matters to be voted on at the special meeting described below under “— What am I voting on at the special meeting?” The merger cannot be completed unless the merger agreement is approved by shareholders holding at least 75% of the outstanding shares of our common stock entitled to vote at the special meeting.

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Q:

What am I voting on at the special meeting?

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A:

At the special meeting, you are voting on the following three proposals: (i) a proposal to approve the merger agreement; (ii) the Adjournment Proposal; and (iii) the non-binding, advisory Merger-Related Compensation Proposal.

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Q:

How does the Board recommend that I vote?

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A:

Our Board, by the unanimous vote of all directors voting, recommends that you vote (i) “FOR” the proposal to approve the merger agreement, (ii) “FOR” the Adjournment Proposal and (iii) “FOR” the non-binding, advisory Merger-Related Compensation Proposal.

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Q:

How do the Company’s directors and officers intend to vote?

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A:

The Company’s directors and executive officers have informed us that they intend to vote their shares of Company common stock in favor of the proposal to approve the merger agreement and the other proposals to be considered at the special meeting, although (other than the Warehime Holders) they have no obligation to do so. As of February 16, 2018, the record date for the special meeting, our directors and executive officers owned and were entitled to vote, in the aggregate, approximately 13,727,178 shares of Company common stock, or approximately 14.0% of the outstanding shares of Company common stock entitled to vote at the special meeting.

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Q:

Have any shareholders already agreed to approve the merger?

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A:

Yes. On December 18, 2017, the Warehime Holders entered into a voting agreement with Campbell, pursuant to which the Warehime Holders agreed, among other things, to vote the shares of Company common stock over which they have voting power in favor of the approval of the merger agreement and the transactions contemplated thereby, including the merger. As of February 16, 2018, the record date for the special meeting, the Warehime Holders owned 12,851,757 shares, or approximately 13.1% of the shares of Company common stock outstanding and entitled to vote at the special meeting. The voting agreement also contains certain restrictions on the transfer of shares of common stock by Warehime Holders. See the section of this proxy statement entitled “The Merger — Voting Agreement.”

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Q:

What is the proposed merger and what effects will it have on the Company?

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A:

If approved by our shareholders, pursuant to the merger agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity following the merger as an indirect wholly owned subsidiary of Campbell.

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At the effective time of the merger, each outstanding (i) share of our common stock (other than (y) shares owned directly by Campbell or Merger Sub and (z) shares owned by any direct or indirect wholly owned subsidiary of the Company, in each case of  (y) and (z) other than shares held in fiduciary or agency capacity that are beneficially owned by third parties) will automatically be converted into the right to receive $50.00 in cash, without interest and less any required tax

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withholding; (ii) vested and unvested time-vesting options shall become fully vested and exercisable (other than options granted pursuant to the ASPP) and all performance-vesting options under the Company’s 2017 Enterprise Incentive Plan shall vest based on the actual level of performance for the quarter ending on or before the effective time, pro-rated as agreed upon by the parties in the merger agreement; each option that is outstanding and vested as of the effective time shall be cancelled and the holders will be entitled to receive the merger consideration of  $50.00 per share in cash, without interest and less the applicable exercise price, and less any required tax withholding; (iii) share of unvested restricted stock shall vest (to the extent unvested) such that (1) all time-based restrictions shall lapse in accordance with applicable terms and conditions of such restricted stock award, and (2) all performance-vesting restricted stock awards granted under the Company’s 2017 Enterprise Incentive Plan shall vest and be payable based on the actual level of performance for the quarter ending on or before the effective time and pro-rated as agreed upon by the parties in the merger agreement and each share of restricted stock will be cancelled and the holders of each vested share of restricted stock will be entitled to receive the merger consideration of  $50.00 per share in cash, without interest and less any required tax withholding; and (iv) unvested restricted stock unit (including performance-based restricted stock unit grants) shall vest in accordance with the terms and conditions applicable to such restricted stock unit such that (1) all time-vesting restricted stock units shall fully vest (to the extent unvested) and all time-vesting restrictions shall lapse and (2) all performance-vesting restricted stock units shall vest and be payable assuming all performance-vesting conditions have been satisfied at the target level of performance, pro-rated based on the number of days in the performance period preceding the closing date and the holders of each vested restricted stock unit shall be entitled to receive the merger consideration of  $50.00 per share in cash, without interest and less any required tax withholding. No such shares of our common stock outstanding prior to the effective time of the merger will remain outstanding after such effective time of the merger and all such shares will automatically be cancelled and will cease to exist at the effective time of the merger. The price of $50.00 per share in cash was determined through arm’s-length negotiations between us and Campbell.

For additional information about the merger, please review the merger agreement attached to this proxy statement as Annex A and incorporated by reference into this proxy statement. We encourage you to read the merger agreement carefully and in its entirety, as it is the principal document governing the merger.

Q:

What will I receive in the merger?

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A:

Upon completion of the merger, you will receive $50.00 in cash, without interest and less any required tax withholding, for each share of our common stock you own (excluding common stock subject to forfeiture restrictions). For example, if you own 1,000 shares of our common stock, you will receive $50,000 in cash in exchange for your shares of common stock, less any required tax withholding. You will not own any shares in the surviving corporation.

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Q:

Is the merger a taxable transaction to shareholders for U.S. federal income tax purposes?

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A:

The exchange of shares of our common stock for cash pursuant to the merger generally will be a taxable transaction for U.S. federal income tax purposes if you are a U.S. Holder (as defined in the section entitled “The Merger — Material U.S. Federal Income Tax Consequences”). If you are a U.S.Holder, for U.S. federal income tax purposes, you will generally recognize capital gain or loss equal to the difference, if any, between the amount of cash received pursuant to the merger and your adjusted tax basis in the shares surrendered. If you are a Non-U.S. Holder (as defined in the section entitled “The Merger — Material U.S. Federal Income Tax Consequences”), you will generally not be subject to U.S. federal income tax with respect to the exchange of our common stock for cash in the merger unless you have certain connections with the United States. Under certain circumstances, we may be required to withhold a portion of your merger consideration under applicable tax laws. See the section entitled “The Merger — Material U.S. Federal Income Tax Consequences” beginning on page60 for a more detailed discussion of the U.S. federal income tax consequences of the merger. Note that this proxy statement does not discuss the tax consequences to shareholders of selling shares of our common stock prior to the completion of the merger. The tax consequences of the merger to you will depend on your own particular circumstances. You should consult your tax advisor in order to fully understand the tax consequences of the merger to you.

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Q:

Will the Company continue to pay dividends prior to the effective time of the merger?

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A:

As permitted by the merger agreement and subject to the approval of our Board, we currently expect to continue to pay a regular quarterly dividend of  $0.16 per share of our common stock per quarter, with record and payment dates consistent with the quarterly record and payment dates in 2017, until the last business day before the closing of the merger. On February 7, 2018, our Board declared a dividend of $0.16 per share, to be paid on March 2, 2018 to shareholders of record as of the close of business on February 22, 2018.

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Q:

Where and when is the special meeting?

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A:

The special meeting will be held at The Ballantyne Hotel & Lodge, York Room, 10000 Ballantyne Commons Parkway, Charlotte, NC 28277, on March 23, 2018, at 9:00 a.m. Eastern Time.

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Q:

Who is entitled to vote and how do I vote?

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A:

All shareholders of record at the close of business on February 16, 2018, the record date for the special meeting, will be entitled to notice of and to vote at the special meeting. As of the close of business on the record date, 98,304,911 shares of our common stock were outstanding. Each share is entitled to one vote on each proposal presented at the special meeting.

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Carefully read this document and indicate on the proxy card how you want to vote. Sign, date and mail your proxy card in the enclosed return envelope as soon as possible. You may also vote electronically on the Internet or by telephone as instructed in the materials. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the special meeting in person. Submitting your vote now will not prevent you from later canceling or revoking your proxy, right up to the day of the special meeting, and will ensure that your shares are voted if you later find you cannot attend the special meeting. IF YOU DO NOT VOTE, THIS WILL HAVE THE SAME EFFECT AS VOTING “AGAINST” THE PROPOSAL TO APPROVE THE MERGER AGREEMENT.

Q:

What if I submit a proxy and later change my mind?

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A:

If you have given your proxy and later wish to revoke it, you may do so at any time before your proxy is voted at the special meeting, by (i) giving written notice to our Corporate Secretary at our principal executive offices at 13515 Ballantyne Corporate Place, Charlotte, North Carolina 28277, stating that you would like to revoke your proxy, (ii) completing and submitting a new proxy card bearing a later date (in any of the permitted forms), or (iii) attending the special meeting and voting in person. Simply attending the meeting will not, by itself, revoke your proxy. If your shares are held in the name of a broker, bank or other agent, you must follow instructions received from such broker, bank or agent with this proxy statement in order to revoke your vote or to vote in person at the special meeting.

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Q:

What is the difference between a shareholder of record and a beneficial owner of shares held in “street name”?

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A:

Shareholder of Record.   If, on the record date, your shares were registered directly in your name with our transfer agent, Computershare Investor Services, LLC, then you are a shareholder of record, and we sent the proxy materials directly to you. As a shareholder of record, you may vote in person at the meeting or vote by proxy.

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Beneficial Owner of Shares Held in “Street Name.”   If, on the record date, your shares were held in an account at a brokerage firm, bank, dealer or similar organization, then you are the beneficial owner of shares held in “street name,” and these proxy materials were forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the special meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting. However, if your shares are held in “street name,” you are not the shareholder of record and you may not vote your shares in person at the meeting unless you request and obtain a valid legal proxy from your broker or other agent. Shares of common stock held in an individual retirement account must be voted under the rules governing the account.

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Q:

Will my shares held in “street name” or another form of ownership be combined for voting purposes with shares I hold of record?

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A:

No. Because any shares you may hold in “street name” will be deemed to be held by a different shareholder than any shares you hold of record, any shares so held will not be combined for voting purposes with shares you hold of record. Similarly, if you own shares in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card for those shares because they are held in a different form of record ownership. Shares held by a corporation or business entity must be voted by an authorized officer of the entity. Shares held in an IRA must be voted under the rules governing the account. If you receive more than one proxy card because you are a holder of record and your shares of our common stock are registered in more than one name, please submit each proxy and voting instruction card that you receive.

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Q:

I share an address with another shareholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

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A:

We have adopted a procedure approved by the Securities and Exchange Commission called “householding.” Under this procedure, shareholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of the proxy statement. This procedure is intended to reduce our printing costs and postage fees.

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If you or another shareholder of record with whom you share an address wish to receive a separate proxy statement, we will promptly deliver it to you if you request it by calling Broadridge Financial Solutions, Inc., toll-free in the United States at (866) 540-7095 or by writing to Broadridge Financial Solutions, Inc., Attention: Householding Department, 51 Mercedes Way, Edgewood, New York 11717. If you or another shareholder of record with whom you share an address are receiving multiple copies of the proxy statement, you can request to receive a single copy of these materials in the future by contacting Broadridge Financial Solutions, Inc. in the same manner as described above.

Q:

What constitutes a quorum for the meeting?

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A:

A quorum is required for shareholders to conduct business at the special meeting. The presence, in person or represented by proxy, of the holders of shares entitled to a majority of votes entitled to be cast at the special meeting is necessary to establish a quorum at the meeting. On the record date, there were 98,304,911 shares of our common stock outstanding. Shares present, in person or by proxy, including shares abstaining as to any proposal, will be considered present at the meeting and entitled to vote for purposes of establishing a quorum for the transaction of business at the meeting.

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Since brokers do not have discretionary voting authority with respect to any of the proposals described in this proxy statement, if a beneficial owner of shares of our common stock held in “street name” does not give voting instructions to the broker, bank, nominee or other holder of record, then those shares will not be present in person or represented by proxy at the special meeting, and therefore will not count toward determining whether or not a quorum is present at the meeting.

In the event that a quorum is not present at the special meeting, we expect that the meeting will be postponed or adjourned to solicit additional proxies, and the persons named as proxies may propose and vote for one or more postponements or adjournments of the special meeting to the extent permitted under the merger agreement.

Q:

How are votes counted?

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A:

Each of the “FOR”, “AGAINST” and “ABSTAIN” categories will be tabulated separately. If you are a shareholder of record and vote your shares by submitting a proxy, your shares will be voted at the special meeting as you indicated on your proxy card. If no instructions are indicated on your signed proxy card, all of your shares of common stock will be voted “FOR” the proposal to approve the merger agreement, “FOR” the Adjournment Proposal and “FOR” the non-binding, advisory Merger-Related Compensation Proposal. However, if your shares are held in “street name,” and you

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fail to instruct your broker, bank or other agent on how to vote your shares, your shares may not be voted. It could have the same effect as voting “AGAINST” the proposal to approve the merger agreement, but will not have any effect on the Adjournment Proposal or the non-binding, advisory Merger-Related Compensation Proposal.

Q:

Who will count the vote?

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A:

Broadridge Financial Solutions, Inc. will tabulate votes and act as the Inspector of Election at the special meeting.

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Q:

What is a proxy?

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A:

A proxy is your legal designation of another person to vote your shares of our common stock. The written document describing the matters to be considered and voted on at the special meeting is referred to as this proxy statement. The document used to designate a proxy to vote your shares of our common stock is referred to as a proxy card.

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Q:

What does it mean to vote by proxy?

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A:

It means that you give someone else the right to vote your shares in accordance with your instructions. In voting by proxy, you ensure that your vote will be counted even if you are unable to attend the special meeting.

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Q:

My shares are held in “street name.” Will my broker vote my shares?

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A:

Your broker may be unable to vote your shares without instructions from you. If your shares are held in “street name,” you should have received a vote instruction form with these proxy materials from your broker, bank or other agent rather than from the Company. Simply complete and return the vote instruction form to your broker, bank or other agent to ensure your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your broker, bank or other agent. To vote in person at the special meeting, you must obtain a valid legal proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or agent included with these proxy materials, or contact your broker, bank or agent to request a legal proxy form.

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The failure to instruct your broker, bank or agent on how to vote your shares will have exactly the same effect as voting “AGAINST” the proposal to approve the merger agreement.

Q:

How are “ABSTAIN” votes counted?

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A:

If you are a shareholder of record and abstain from voting, that abstention will have the same effect as if you voted “AGAINST” the proposal to approve the merger agreement. Abstentions will not be counted as votes cast in favor of or against the Adjournment Proposal or the non-binding, advisory Merger-Related Compensation Proposal, but will count for the purpose of determining whether a quorum is present.

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If your shares are held in “street name,” and you fail to instruct your broker, bank or other agent on how to vote your shares, your shares will not be voted, which will also have the same effect as voting “AGAINST” the proposal to approve the merger agreement. If your shares are held in “street name,” and you fail to instruct your broker, bank or other agent on how to vote your shares, your shares will not be entitled to vote and will not count toward determining whether or not a quorum is present at the meeting, and therefore will be ignored for purposes of determining the outcome of any vote on the Adjournment Proposal or the non-binding, advisory Merger-Related Compensation Proposal.

Q:

What vote is required to approve the merger agreement, the Adjournment Proposal and the non-binding, advisory Merger-Related Compensation Proposal?

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A:

The affirmative vote of the holders of 75% of the outstanding shares of our common stock as of the close of business on the record date is required to approve the merger agreement. As of the close of

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business on the record date, there were 98,304,911 shares of our common stock outstanding. This means that under North Carolina law and our organizational documents, 73,728,684 shares or more must vote in the affirmative to approve the merger agreement.

The affirmative vote of a majority of the votes cast by holders of our common stock present at the special meeting, either in person or by proxy, and entitled to vote at the special meeting is required to approve the Adjournment Proposal and the non-binding, advisory Merger-Related Compensation Proposal. You may cast one vote for each share of our common stock that you owned at the close of business on the record date.

Q:

What happens if I do not vote on the proposal to approve the merger agreement?

​

A:

BECAUSE THE VOTE REQUIRED TO APPROVE THE MERGER AGREEMENT IS BASED ON THE TOTAL NUMBER OF THE OUTSTANDING SHARES OF OUR COMMON STOCK AS OF THE RECORD DATE, AND NOT JUST THE SHARES THAT ARE ENTITLED TO VOTE OR ACTUALLY VOTED AT THE SPECIAL MEETING, IF YOU DO NOT VOTE (INCLUDING IF YOU HOLD YOUR SHARES THROUGH A BROKER, BANK OR OTHER AGENT AND DO NOT RETURN YOUR VOTE INSTRUCTIONS TO THE BROKER, BANK OR OTHER AGENT), IT MAY HAVE THE SAME EFFECT AS VOTING “AGAINST” THE PROPOSAL TO APPROVE THE MERGER AGREEMENT. If the merger is completed, whether or not you vote for the proposal to approve the merger agreement, you will receive the merger consideration for your shares of our common stock upon completion of the merger.

​

Q:

What happens if the merger is not completed?

​

A:

If the merger is not completed for any reason, you will not receive any payment for your shares of our common stock. We will remain an independent public company and our common stock will continue to be listed and traded on the NASDAQ Global Select Market, so long as we continue to meet the applicable listing requirements.

​

Under certain circumstances, upon termination of the merger agreement, we may be obligated to pay to Campbell a termination fee of  $149,000,000. Under certain circumstances, Campbell may be required to pay us a reverse termination fee of  $198,600,000 pursuant to the terms and conditions of the merger agreement. Additionally, upon termination of the merger agreement under certain circumstances in which antitrust approvals are not obtained, Campbell will be required to pay the Company a regulatory termination fee of  $50,000,000. More information can be found in the section entitled “The Merger Agreement — Termination Fees” beginning on page 80.

Q:

Will shareholders have appraisal rights?

​

A:

No. In accordance with Section 55-13-02 of the NCBCA, no appraisal rights will be available to the holders of the Company’s common stock in connection with the merger or the other transactions contemplated by the merger agreement.

​

Q:

Why am I being asked to consider and vote on a proposal to approve, the non-binding, advisory Merger-Related Compensation Proposal?

​

A:

Under the SEC rules, we are required to seek a non-binding, advisory vote with respect to the compensation and benefits that will or may become payable to our named executive officers that is based on or otherwise relates to the merger.

​

Q:

What will happen if the Company’s shareholders do not approve the Merger-Related Compensation Proposal?

​

A:

Approval of the merger-related compensation that will or may become payable to our named executive officers and that is based on or otherwise relates to the merger is not a condition to completion of the merger. The vote is an advisory vote and will not be binding on the Company or the surviving corporation in the merger. Because the merger-related compensation that is based on or otherwise

​

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related to the merger to be paid to the named executive officers is based on contractual arrangements with the named executive officers, such compensation may be payable, regardless of the outcome of this advisory vote, if the merger agreement is approved and the merger is completed (subject only to the contractual obligations applicable thereto).

Q:

Do any of the Company’s directors or executive officers have interests in the merger that may differ from or be in addition to my interests as a shareholder?

​

A:

Our directors and executive officers have interests in the merger that are different from, or in addition to, those of our shareholders generally, as set forth below. Our Board was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the transactions contemplated by the merger agreement, and in recommending that the merger agreement be approved by our shareholders. These interests include, but are not limited to, (i) accelerated vesting of outstanding equity-based awards granted prior to execution of the merger agreement, (ii) the receipt of severance and other separation benefits in the event of certain terminations of employment on or following the consummation of the merger, and (iii) continuation of indemnification rights and coverage under our directors’ and officers’ liability insurance policies.

​

Q:

When do you expect the merger to be completed?

​

A:

We intend to complete the closing of the merger promptly after all of the conditions to completion of the merger are satisfied or waived, including the approval of the merger agreement by our shareholders. We currently expect the merger to be completed in the first half of calendar 2018, although we cannot assure completion by any particular date, if at all. We will issue a press release and letters of transmittal for your use once the merger has been completed. See the section entitled “The Merger Agreement — Conditions to the Closing of the Merger” beginning on page 78 for more information.

​

Q:

When can I expect to receive the merger consideration for my shares?

​

A:

Once the merger is completed, you will receive in a separate mailing a letter of transmittal and other documents to be delivered to the paying agent in order to receive the merger consideration. Once you have submitted your properly completed letter of transmittal, stock certificates and other required documents to the paying agent, the paying agent will send you a check for the merger consideration.

​

If you hold book-entry shares, you do not need to deliver a properly completed letter of transmittal or stock certificates to the paying agent, since stock certificates are not issued for such shares. Instead, following receipt of an “agent’s message” from the paying agent (or such other evidence, if any, of transfer as the paying agent may reasonably request), you will be entitled to receive from the paying agent the merger consideration payable in respect of such book-entry shares.

Q:

What happens if I sell my shares of common stock before the special meeting?

​

A:

The record date for shareholders entitled to vote at the special meeting is earlier than the expected date of the merger. If you transfer your shares of our common stock after the record date but before the special meeting, you will, unless special arrangements are made, retain your right to vote at the special meeting but will transfer the right to receive the merger consideration to the person to whom you transfer your shares.

​

Q:

Who will solicit and pay the cost of soliciting proxies?

​

A:

We will pay for the cost of soliciting proxies and may reimburse brokerage firms and others for their expenses in forwarding solicitation material to beneficial owners. Solicitation will be made primarily through the use of the mail but our officers, directors and employees may, without additional compensation, solicit proxies personally by telephone, facsimile, mail or the Internet or in person. We have retained Georgeson to assist us in soliciting proxies using the means referred to above. We will pay the fees of Georgeson, which we expect to be approximately $10,000, plus reimbursement of certain out-of-pocket expenses.

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Q:

Where can I find the voting results of the special meeting?

​

A:

We intend to announce preliminary voting results at the special meeting and publish final results in a Current Report on Form 8-K that will be filed with the SEC following the special meeting. All reports that we file with the SEC are publicly available when filed on the SEC’s website at https:www.sec.gov.

​

Q:

Whom should I contact with questions?

​

A:

If you or another shareholder of record with whom you share an address wish to receive a separate proxy statement, or if you have other questions about the proposals or how to vote your shares, you may contact our proxy solicitor, Georgeson by telephone (toll free) at (877) 255-0134. If you or another shareholder of record with whom you share an address are receiving multiple copies of the proxy statement, you can request to receive a single copy of these materials in the future by contacting Georgeson in the same manner as described above.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. You can identify these forward-looking statements by the fact they use words such as “aim,” “anticipate,” “believe,” “could,” “ensure,” “estimate,” “expect,” “forecasts,” “if,” “intend,” “likely” “may,” “might,” “outlook,” “plan,” “positioned,” “potential,” “predict,” “probable,” “project,” “shall,” “should,” “strategy,” “will,” “would,” and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on current expectations and involve inherent risks, uncertainties, and assumptions including factors that could delay, divert or change any of them, and could cause actual outcomes to differ materially from current expectations. Although we believe we have been prudent in our plans and assumptions, we can give no assurance that any goal or plan set forth in forward-looking statements can be achieved and we caution readers not to place undue reliance on such statements, which speak only as of the date made. We undertake no obligation to release publicly any revisions to forward-looking statements as a result of new information, future events or otherwise. Actual results may differ materially from those projected as a result of certain risks and uncertainties. Certain risks associated with our business are discussed from time to time in the reports we file with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. In addition to the other factors and matters contained or incorporated in this proxy statement, we believe the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:

•

the possibility that the merger will not be consummated or delays in consummating the merger;

​

•

the possibility that the closing conditions set forth in the merger agreement will not be satisfied, including among others, (i) receipt of the required shareholder approval or (ii) receipt of the necessary regulatory approvals required to permit the merger;

​

•

the amount of the costs, fees, expenses and charges related to the merger, including the risk that the merger agreement may be terminated in certain circumstances that would require us to pay Campbell a termination fee of  $149,000,000, the payment of which could cause significant liquidity and long-term financial viability issues for the Company;

​

•

adverse effects on the market price of our common stock and on our operating results because of a failure to complete the merger;

​

•

the fact that the merger would be a taxable transaction to the Company’s shareholders for U.S.federal income tax purposes;

​

•

the fact that, if the merger is completed, shareholders will forgo the opportunity to realize the potential long-term value of the successful execution of the Company’s current strategy as an independent company;

​

•

the possibility that Campbell could, at a later date, engage in unspecified transactions, including restructuring efforts, special dividends or the sale of some or all of the Company’s assets to one or more as yet unknown purchasers, that could conceivably produce a higher aggregate value than that available to shareholders in the merger;

​

•

the fact that under the terms of the merger agreement, the Company is unable to solicit other acquisition proposals during the pendency of the merger;

​

•

negative effects relating to the announcement of the merger or any further announcements relating to the merger or the entrance into or consummation of the merger on the market price of our common stock;

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•

unanticipated difficulties or expenditures relating to the merger;

​

•

legal proceedings instituted against the Company and others in connection with the merger;

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•

disruptions of current plans and operations caused by the announcement and pendency of the merger, including risks related to the merger diverting management’s or employees’ attention from ongoing business operations and ability to retain or recruit key employees;

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•

potential difficulties in employee retention as a result of the announcement and pendency of the merger; and

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•

the response of customers, distributors, suppliers and competitors to the announcement of the merger.

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21

PARTIES TO THE MERGER

Snyder’s-Lance, Inc.
13515 Ballantyne Corporate Place
Charlotte, North Carolina 28277
(704) 554-1421

The Company is a North Carolina corporation headquartered in Charlotte, North Carolina. We are engaged in the manufacturing, distribution, marketing and sale of snack food products. These products include pretzels, sandwich crackers, kettle cooked chips, pretzel crackers, cookies, potato chips, tortilla chips, restaurant style crackers, popcorn, nuts and other salty snacks. Our brands include Snyder’s of Hanover®, the segment share leader in the pretzel category in the United States, or US, and Lance®, which is the number one ranked sandwich cracker in the US, as well as Cape Cod® kettle cooked chips and Kettle Brand® potato chips, which combined make us the leader in the kettle chips category in the US. In addition, Snack Factory® Pretzel Crisps® and Pop Secret® popcorn currently rank second in the US in their respective categories and Late July® is the number one organic and non-genetically modified organism (“non-GMO”) tortilla chip in the US. These products demonstrate our successful history of providing irresistible, high-quality snacks dating back over 100 years. The Company’s common stock is listed on the NASDAQ Global Select Market under the symbol “LNCE”.

Our Internet address is www.snyderslance.com. Information included on our website is not incorporated by reference into this proxy statement.

Campbell Soup Company
One Campbell Place
Camden, New Jersey 08103-1799
(856) 342-4800

Campbell is a New Jersey corporation headquartered in Camden, New Jersey. Campbell’s common stock is listed on the New York Stock Exchange under the symbol “CPB”. Campbell is a manufacturer and marketer of high-quality, branded food and beverage products. Campbell manages its businesses in three segments focused mainly on product categories. The segments are:

•

Americas Simple Meals and Beverages includes the retail and food service businesses in the U.S. and Canada. The segment includes the following products: Campbell’s condensed and ready-to-serve soups; Swanson broth and stocks; Pacific soups, broth, stocks, non-dairy beverages and simple meals; Prego pasta sauces; Pace Mexican sauces; Campbell’s gravies, pasta, beans and dinner sauces; Swanson canned poultry; Plum food and snacks; V8 juices and beverages; and Campbell’s tomato juice.

​

•

Global Biscuits and Snacks segment, which includes Pepperidge Farm cookies, crackers, bakery and frozen products in U.S. retail, Arnott’s biscuits in Australia and Asia Pacific, and Kelsen cookies globally. The segment also includes the simple meals and shelf-stable beverages business in Australia and Asia Pacific, and beginning in 2018, the business in Latin America; and

​

•

Campbell Fresh segment, which includes Bolthouse Farms fresh carrots, carrot ingredients, refrigerated beverages and refrigerated salad dressings, Garden Fresh Gourmet salsa, hummus, dips and tortilla chips, and the U.S. refrigerated soup business.

​

Campbell’s Internet address is www.campbellsoupcompany.com. Information included on Campbell’s website is not incorporated by reference into this proxy statement.

Twist Merger Sub, Inc.
One Campbell Place
Camden, New Jersey 08103-1799
(856) 342-4800

Merger Sub is a North Carolina corporation and an indirect wholly owned subsidiary of Campbell. Merger Sub was formed solely for the purpose of facilitating Campbell’s acquisition of the Company and has not engaged in any operations other than in connection with its formation and the negotiation and execution of the merger agreement.

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THE SPECIAL MEETING

Time and Place of the Special Meeting

This proxy statement is being furnished to our shareholders as part of the solicitation of proxies by our Board for use at a special meeting of shareholders to be held on March 23, 2018, at 9:00 a.m. Eastern Time, at The Ballantyne Hotel & Lodge, York Room, 10000 Ballantyne Commons Parkway, Charlotte, NC 28277.

Purpose of the Special Meeting

The purpose of the special meeting is for our shareholders to consider and vote upon:

•

a proposal to approve the merger agreement, pursuant to which Campbell will acquire the Company by means of a merger of Merger Sub with and into the Company, with the Company continuing as the surviving entity following the merger as an indirect wholly owned subsidiary of Campbell;

​

•

a proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement, or the Adjournment Proposal (as described in the section entitled “Proposal No. 2 — Adjournment Proposal” beginning on page 84); and

​

•

a proposal to approve, on a non-binding, advisory basis, the payment of certain compensation and benefits to our named executive officers that is based on or otherwise related to the merger, which they will or may be entitled to receive from the Company (or its successor), or the Merger-Related Compensation Proposal, (as described in the section entitled “The Merger — Interests of Directors and Executive Officers in the Merger — Quantification of Payments and Benefits to the Company’s Named Executive Officers” beginning on page 58).

​

A copy of the merger agreement is attached to this proxy statement as Annex A. Our Board, by the unanimous vote of all directors voting, recommends that you vote (1) “FOR” the proposal to approve the merger agreement, (2) “FOR” the Adjournment Proposal and (3) “FOR” the non-binding, advisory Merger-Related Compensation Proposal.

Record Date, Notice and Quorum

You are entitled to notice of and to vote at the special meeting if you owned shares of our outstanding common stock at the close of business on February 16, 2018, the record date for the special meeting. As of the record date, there were 98,304,911 shares of our common stock outstanding and entitled to be voted at the special meeting.

A quorum is required for shareholders to conduct business at the special meeting. The presence, in person or represented by proxy, of the holders of shares entitled to a majority of votes entitled to be cast is necessary to establish a quorum at the meeting. Abstentions are counted as present for the purpose of determining whether a quorum is present, while broker non-votes are not counted as present unless instructions have been provided by the beneficial owner to the applicable broker, bank or other agent with respect to at least one proposal. Broker non-votes are shares held by a broker but with respect to which the broker is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the broker does not have discretionary voting power on such proposal. Because brokers do not have discretionary voting authority with respect to any of the proposals described in this proxy statement, if a beneficial owner of our shares of common stock held in “street name” does not give voting instructions to the broker, bank, or other agent, then those shares will not be present in person or represented by proxy at the special meeting and therefore will not count toward determining whether or not a quorum is present at the meeting and will be ignored for purposes of determining the outcome of any vote on the Adjournment Proposal or the non-binding, advisory Merger-Related Compensation Proposal. However, a broker non-vote will have the same effect as a vote against approval of the merger agreement.

Each of the “FOR”, “AGAINST” and “ABSTAIN” categories will be tabulated separately. In the event that a quorum is not present at the special meeting, we expect that the meeting will be postponed or adjourned to solicit additional proxies, and the persons named as proxies may propose and vote for one or more postponements or adjournments of the special meeting.

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Who Can Vote at the Special Meeting

If on the record date, your shares were registered directly in your name with our transfer agent, Computershare Investor Services, LLC, then you are a shareholder of record. As a shareholder of record, you may vote in person at the meeting or vote by proxy. If on that date, your shares were held in an account at a brokerage firm, bank, dealer or similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the special meeting. As a beneficial owner of shares held in “street name,” you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting. However, if your shares are held in “street name,” you are not the shareholder of record, and you may not vote your shares in person at the meeting unless you request and obtain a valid legal proxy from your broker, bank or other agent.

Vote Required

Pursuant to our restated articles of incorporation, the affirmative vote of the holders of 75% of the outstanding shares of our common stock as of the close of business on the record date is required to approve the merger agreement and consummate the merger. As of the close of business on the record date, there were 98,304,911 shares of our common stock outstanding. This means that under North Carolina law and our organizational documents, 73,728,684 shares or more must vote in the affirmative to approve the merger agreement. The affirmative vote of a majority of the votes cast by holders of our common stock present at the special meeting, either in person or by proxy, and entitled to vote at the special meeting is required to approve the Adjournment Proposal and the non-binding, advisory Merger-Related Compensation Proposal.

BECAUSE THE VOTE REQUIRED TO APPROVE THE MERGER AGREEMENT IS BASED ON THE TOTAL NUMBER OF THE OUTSTANDING SHARES OF OUR COMMON STOCK AS OF THE RECORD DATE, AND NOT JUST THE SHARES THAT ARE ENTITLED TO VOTE OR ARE ACTUALLY VOTED AT THE SPECIAL MEETING, IF YOU DO NOT VOTE (INCLUDING IF YOU HOLD YOUR SHARES THROUGH A BROKER, BANK OR OTHER AGENT), IT WILL HAVE EXACTLY THE SAME EFFECT AS VOTING “AGAINST” THE PROPOSAL TO APPROVE THE MERGER AGREEMENT.

If you are a shareholder of record and abstain from voting, that abstention will have the same effect as if you voted “AGAINST” the proposal to approve the merger agreement. Abstentions will not be counted as votes cast in favor of or against the Adjournment Proposal or the non-binding, advisory Merger-Related Compensation Proposal, but will count for the purpose of determining whether a quorum is present.

If your shares are held in “street name,” and you fail to instruct your broker, bank or other agent on how to vote your shares, your shares will not be entitled to vote, and therefore will not count toward determining whether or not a quorum is present at the meeting and will be ignored for purposes of determining the outcome of any vote on the Adjournment Proposal or the non-binding, advisory Merger-Related Compensation Proposal. However, a broker non-vote will have the same effect as a vote against approval of the merger agreement.

How You Can Vote

You will have one vote for each share of common stock you owned at the close of business on the record date. If your shares are held in record name, you may sign, date and mail your proxy card in the enclosed return envelope, or you may vote over the telephone or over the Internet. IF YOU DO NOT VOTE, THIS WILL HAVE THE SAME EFFECT AS VOTING “AGAINST” THE PROPOSAL TO APPROVE THE MERGER AGREEMENT.

If your shares are held in “street name,” you should have received a vote instruction form with these proxy materials from your broker, bank or other agent rather than from the Company. Simply complete and return the vote instruction form to your broker, bank or other agent to ensure that your vote is counted. You may also be able to vote electronically on the Internet or by telephone as instructed by your broker, bank or other agent. YOUR BROKER, BANK OR OTHER AGENT COULD BE UNABLE TO VOTE

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YOUR SHARES WITHOUT INSTRUCTIONS FROM YOU. THE FAILURE TO INSTRUCT YOUR BROKER ON HOW TO VOTE YOUR SHARES MAY HAVE EXACTLY THE SAME EFFECT AS VOTING “AGAINST” THE PROPOSAL TO APPROVE THE MERGER AGREEMENT.

Your shares will be voted at the special meeting as you indicated on your proxy card. If no instructions are indicated on your signed proxy card, all of your shares of our common stock will be voted “FOR” the proposal to approve the merger agreement, “FOR” the Adjournment Proposal and “FOR” the non-binding, advisory Merger-Related Compensation Proposal.

You should indicate your vote now even if you expect to attend the special meeting and vote in person. Indicating your vote now will not prevent you from later canceling or revoking your proxy, right up to the day of the special meeting, and will ensure that your shares are voted if you later find you cannot attend the special meeting. If your shares are held in the name of a broker, bank or other agent and you wish to vote in person at the special meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or agent included with these proxy materials, or contact your broker, bank or agent to request a proxy form.

Stock Ownership and Interests of Certain Persons

Voting by the Company’s Directors and Executive Officers

As of February 16, 2018, the record date for the special meeting, directors and executive officers of the Company were entitled to vote approximately 13,727,178 shares of common stock, or approximately 14.0% of the shares of common stock issued and outstanding on that date and entitled to vote at the special meeting. The Company’s directors and executive officers have informed us that they intend to vote their shares in favor of the proposal to approve the merger agreement and the other proposals to be considered at the special meeting, although (other than the Warehime Holders) they have no obligation to do so.

Certain members of our management and Board have interests that are different from or in addition to those of shareholders generally. See the section entitled “The Merger — Interests of Directors and Executive Officers in the Merger” beginning on page 53.

Voting Agreement

On December 18, 2017, the Warehime Holders entered into a voting agreement with Campbell, pursuant to which the Warehime Holders agreed, among other things, to vote the shares of Company common stock over which they have voting power in favor of the approval of the merger agreement and the transactions contemplated thereby, including the merger. As of February 16, 2018, the record date for the special meeting, the Warehime Holders owned 12,851,757 shares, or approximately 13.1% of the shares of Company common stock outstanding and entitled to vote at the special meeting. The voting agreement also contains certain restrictions on the transfer of shares of common stock by the Warehime Holders. See the section of this proxy statement entitled “The Merger — Voting Agreement.”

How You May Revoke or Change Your Vote

You can change your vote in one of three ways at any time before your proxy is voted at the special meeting, by (i) giving written notice to our Corporate Secretary at our principal executive offices at 13515 Ballantyne Corporate Place, Charlotte, North Carolina 28277, stating that you would like to revoke your proxy, (ii) completing and submitting a new proxy card bearing a later date (in any of the permitted forms), or (iii) attending the special meeting and voting in person. Simply attending the meeting will not, by itself, revoke your proxy. If your shares are held in the name of a broker, bank or other agent, you must follow instructions received from such broker, bank or agent with this proxy statement in order to revoke your vote or to vote in person at the special meeting.

Proxy Solicitation

We will pay for the cost of soliciting proxies and may reimburse brokerage firms and others for their expenses in forwarding solicitation material to beneficial owners. Solicitation will be made primarily through the use of the mail but our officers, directors and employees may, without additional

25

compensation, solicit proxies personally by telephone, facsimile, mail or the Internet or in person. We have retained Georgeson to assist us in soliciting proxies using the means referred to above. We will pay the fees of Georgeson, which we expect to be approximately $10,000, plus reimbursement of certain out-of-pocket expenses.

Adjournments of the Special Meeting

We are asking our shareholders to consider and vote upon a proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement, which we refer to as the Adjournment Proposal. You should note that the special meeting may be postponed or adjourned to a specified date including, among other reasons, to solicit additional proxies. If the special meeting is postponed or adjourned for any reason, including to solicit additional proxies, shareholders who have already sent in their proxies will be able to revoke them at any time prior to their use.

If it is necessary to adjourn the special meeting, then, unless the meeting will have been adjourned for a total of more than 120 days, no notice of such adjourned meeting is required to be given to shareholders, other than an announcement at the special meeting of the place, date and time to which the special meeting is adjourned. Even if a quorum is not present, shareholders who are represented at a meeting may approve an adjournment of the meeting. See the section entitled “Adjournment Proposal” on page 84.

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PROPOSAL NO. 1

APPROVAL OF THE MERGER AGREEMENT

THE MERGER

We are asking our shareholders to consider and vote upon a proposal to approve the merger agreement, pursuant to which Campbell will acquire the Company by means of a merger of Merger Sub with and into the Company, with the Company continuing as the surviving entity following the merger as an indirect wholly owned subsidiary of Campbell. Our Board is providing this proxy statement and the accompanying form of proxy to holders of our common stock in connection with the solicitation of proxies for use at the special meeting.

The full text of the merger agreement is attached as Annex A to this proxy statement. We urge you to read the merger agreement carefully and in its entirety. If our shareholders approve the merger agreement and the merger is completed as contemplated by the merger agreement, you will be entitled to receive $50.00 in cash, without interest and less any required tax withholding, for each share of our common stock you own and:

•

you will no longer have any interest in our future earnings or growth;

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•

we will no longer be a public company;

​

•

our common stock will no longer be traded on the NASDAQ Global Select Market; and

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•

we may no longer be required to file periodic and other reports with the SEC.

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Merger Consideration

At the effective time of the merger, each outstanding (i) share of our common stock (other than (y) shares owned directly by Campbell or Merger Sub and (z) shares owned by any direct or indirect wholly owned subsidiary of the Company, in each case of  (y) and (z) other than shares held in fiduciary or agency capacity that are beneficially owned by third parties) will automatically be converted into the right to receive $50.00 in cash, without interest and less any required tax withholding; (ii) vested and unvested time-vesting options shall become fully vested and exercisable (other than options granted pursuant to the ASPP) and all performance-vesting options under the Company’s 2017 Enterprise Incentive Plan shall vest based on the actual level of performance for the quarter ending on or before the effective time, pro-rated as agreed upon by the parties in the merger agreement; each option that is outstanding and vested as of the effective time shall be cancelled and the holders will be entitled to receive the merger consideration of $50.00 per share in cash, without interest and less the applicable exercise price, and less any required tax withholding; (iii) share of unvested restricted stock shall vest (to the extent unvested) such that (1) all time-based restrictions shall lapse in accordance with applicable terms and conditions of such restricted stock award, and (2) all performance-vesting restricted stock awards granted under the Company’s 2017 Enterprise Incentive Plan shall vest and be payable based on the actual level of performance for the quarter ending on or before the effective time and pro-rated as agreed upon by the parties in the merger agreement and each share of restricted stock will be cancelled and the holders of each vested share of restricted stock will be entitled to receive the merger consideration of  $50.00 per share in cash, without interest and less any required tax withholding; and (iv) unvested restricted stock unit (including performance-based restricted stock unit grants) shall vest in accordance with the terms and conditions applicable to such restricted stock unit such that (1) all time-vesting restricted stock units shall fully vest (to the extent unvested) and all time-vesting restrictions shall lapse and (2) all performance-vesting restricted stock units shall vest and be payable assuming all performance-vesting conditions have been satisfied at the target level of performance, pro-rated based on the number of days in the performance period preceding the closing date and the holders of each vested restricted stock unit shall be entitled to receive the merger consideration of  $50.00 per share in cash, without interest and less any required tax withholding. No such shares of our common stock outstanding prior to the effective time of the merger will remain outstanding after such effective time of the merger and all such shares will automatically be cancelled and will cease to exist at the effective time of the merger. The price of  $50.00 per share in cash was determined through arm’s-length negotiations between us and Campbell. See “The Merger Agreement — Merger Consideration” beginning on page 65 for more detailed information.

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Treatment of Options and Other Equity-Based Awards

Options.   At the effective time of the merger, each option (other than pursuant to the ASPP) that is outstanding immediately prior to the effective time of the merger, shall vest in accordance with the terms applicable to the option such that (i) all time-vesting options shall fully vest (to the extent unvested) and (ii) all performance-vesting options granted under the Company’s 2017 Enterprise Incentive Plan shall vest based on the actual level of performance for the quarter ending on or before the effective time, pro-rated as agreed upon by the parties in the merger agreement. Each option that is outstanding and vested as of the effective time will be cancelled in exchange for a lump-sum cash payment equal to the product of  (1) the number of shares of common stock for which such option has not been exercised and (2) the excess, if any, of the merger consideration of  $50.00 per share over the exercise price per share of such option, less any required tax withholding. Each option with an exercise price equal to or greater than the merger consideration will be cancelled immediately prior to the effective time of the merger without payment of any consideration.

Restricted Stock.   At the effective time of the merger, each share of restricted stock (including performance-based restricted stock awards) that is outstanding immediately prior to the effective time of the merger, shall fully vest (to the extent unvested), such that (i) all time-based restrictions will lapse in accordance with applicable terms and conditions of such restricted stock award and (ii) all performance-based vesting restricted stock awards granted under the Company’s 2017 Enterprise Incentive Plan shall vest and be payable based on the actual level of performance for the quarter ending on or before the effective time and pro-rated as agreed upon by the parties in the merger agreement. Upon such vesting, each share of common stock underlying each restricted stock award shall be treated as common stock for purposes of the merger agreement, including as to any required tax withholding.

Restricted Stock Units.   At the effective time of the merger, each restricted stock unit (including performance-based restricted stock unit grants) that is outstanding immediately prior to the effective time of the merger, shall vest (to the extent unvested), in accordance with the terms and conditions applicable to such restricted stock unit such that (i) all time-vesting restricted stock units shall fully vest (to the extent unvested) and all time-vesting restrictions shall lapse and (ii) all performance-vesting restricted stock units shall vest and be payable assuming all performance-vesting conditions have been satisfied at the target level of performance, pro-rated based on the number of days in the performance period preceding the closing date. All restricted stock units outstanding as of the effective time shall be cancelled and in exchange for each restricted stock unit, each holder thereof as of the effective time shall be entitled to receive a cash payment, subject to any required tax withholding, equal to the product of  (1) the merger consideration of $50.00 per share multiplied by (2) the number of shares of common stock subject to such restricted stock unit.

Treatment of Purchase Rights under 2012 Associate Stock Purchase Plan

As soon as practicable following the date of the merger agreement and in any event prior to the effective time of the merger, our Board (or, if appropriate, any committee administering the ASPP) will adopt such resolutions or take such other actions as may be required so that (i) participation in the ASPP will be limited to those employees who are participants on the date of the merger agreement, (ii) participants may not increase their payroll deduction elections or rate of contributions from those in effect on the date of the merger agreement, and (iii) the ASPP shall terminate, effective upon the first purchase date following the date of the merger agreement, but subsequent to the exercise of purchase rights on such purchase date (in accordance with the terms of the ASPP).

Background of the Merger

Our Board and senior management team regularly review our performance, future growth prospects and overall strategic direction and consider potential opportunities to strengthen our business and enhance shareholder value. These reviews have included consideration of potential transactions with third parties that would further our strategic objectives, including potential commercial and strategic business partnerships, potential acquisitions, changes in our corporate structure, capitalization strategies and reorganizations. Our Board and senior management team review the potential benefits and risks of those transactions in light of, among other things, the business environment facing the portion of the food

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industry in which we operate and our competitive position. In addition, from time to time, members of our senior management team meet with the senior management of other companies within the industry in which we operate to discuss industry developments, distribution partnerships and potential strategic transactions.

During the second and third quarters of 2017, our Board and senior management continued to assess the evolving business environment facing the food industry and the food industry landscape relevant to our business and long-term prospects, including potential merger and acquisition opportunities. These assessments included a comprehensive review of our operations with the goal of significantly improving our financial performance to deliver greater value to our shareholders. As a result of such review, we initiated a Performance Transformation Plan focusing on the following six key areas:

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SG&A Expense Efficiency. Reduce direct spending and accelerate zero-based budgeting to improve indirect costs.

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Manufacturing and Supply Chain Productivity. Reduce manufacturing and distribution network complexity and improve productivity.

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Product and Portfolio Optimization. Reduce business complexity through stock keeping unit rationalization and ongoing portfolio maintenance.

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Price Realization. Improve trade spend productivity and effectiveness and optimize brand assortment.

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Marketing Investment Optimization. Reset working/non-working ratios and increase investment in our core branded portfolio.

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Channel Execution Excellence. Elevate the performance of the existing independent business owner direct store delivery partnership.

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Over the past several years, Campbell has engaged Baptista’s Bakery, Inc., a wholly owned subsidiary of the Company, to manufacture cracker chips, and is currently working with Baptista’s Bakery to develop a new product.

On July 15, 2017, Denise Morrison, Campbell’s President and CEO, contacted Brian Driscoll, our President and CEO, to request a meeting to discuss a potential strategic transaction.

On August 23, 2017, Ms. Morrison and Carlos Abrams-Rivera, President of Pepperidge Farm, met in Charlotte, North Carolina with Mr. Driscoll. At this meeting Ms. Morrison expressed Campbell’s desire to explore the possible acquisition of the Company. No price was discussed at this meeting.

On August 24, 2017, our Board held a telephonic meeting at which Mr. Driscoll advised the Board of Campbell’s interest in exploring the possible acquisition of the Company. Our Board authorized the Company to enter into a non-disclosure agreement with Campbell and provide limited financial information to Campbell.

On August 25, 2017, Alex Pease, our Chief Financial Officer, advised Anthony P. DiSilvestro, Campbell’s Senior Vice President and Chief Financial Officer, that the Company would be willing to provide to Campbell limited financial information concerning the Company, but would not consider allowing Campbell to conduct more fulsome due diligence until Campbell provided a proposed price at which it would be willing to acquire the Company and then only if the price was at a level at which our Board determined that future discussions were warranted.

On August 28, 2017, the Company and Campbell signed a non-disclosure agreement, effective as of August 24, 2017.

During the period from September 6, 2017 until October 3, 2017, we provided Campbell with certain limited financial information requested by Campbell.

On October 3, 2017, Campbell provided a letter to us in which it indicated its interest in acquiring the Company in an all cash transaction at a price ranging from $46.00 to $50.00 per share. The written proposal indicated that the price range represented a premium of 25.6% to 36.5% based on our 30-day volume

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weighted average stock price and implied a multiple range of 22.4 to 24.0 times LTM EBITDA of $253 million. Campbell’s indication of interest included a request that we negotiate exclusively with Campbell’s for a period of forty-five days. Later on October 3, 2017, Mr. Driscoll had a telephone call with Ms. Morrison to discuss the nature of the initial indication of interest and suggested that each of Mr. Pease and Mr. DiSilvestro discuss the details.

On October 5, 2017, our Board held a telephonic meeting together with certain members of our senior management, at which management reviewed with the Board Campbell’s initial indication of interest and discussions that had taken place between our management and Campbell’s management. The Board discussed the agenda for an in-person Board meeting to be held on October 10, 2017.

On October 10, 2017, our Board held an in-person meeting in Charlotte, North Carolina, together with certain members of our senior management, representatives of Goldman Sachs and a representative of Jenner & Block LLP (“Jenner”), our outside legal counsel. The representative of Jenner reviewed with our Board its fiduciary duties under North Carolina law in connection with the consideration of the Company remaining an independent company and in connection with the consideration of business combinations and related matters. Management reviewed the Company’s plan for remaining an independent company, including its Performance Transformation Plan and progress to date against the Performance Transformation Plan. Goldman Sachs reviewed with our Board, among other things, general macro-economic conditions, the capital markets environment, the state of the food industry and the sectors of the food industry in which the Company competes, trends impacting the food industry, Wall Street analysts’ public statements regarding their views of the Company, trading history in our common stock compared to the trading history of the stock of other companies in the food industry, a preliminary financial analysis of the Company, potential acquirors of the Company and Campbell’s track-record in pursuing mergers and acquisitions. Our Board, together with members of management and the representative from Jenner, discussed Campbell’s request for an exclusive negotiating period and it was determined not to agree to Campbell’s request for an exclusive negotiating period prior to signing definitive transaction documents. Our Board determined that management should advise Campbell that we were not actively seeking a sale but that we would continue discussions and provide Campbell with additional due diligence if Campbell confirmed that any proposal it made to acquire the Company would be at a minimum price of  $50.00 per share. Goldman Sachs led a discussion of other companies who might be interested in pursuing, and able to pursue, an acquisition of the Company at a price of at least $50.00 per share and the Board agreed that four companies could have such an interest and ability.

On October 10, 2017, Mr. Pease had a telephone call with Mr. DiSilvestro indicating we would continue discussions and provide Campbell with additional due diligence if Campbell confirmed that any proposal it made to acquire the Company would be at a minimum price of  $50.00 per share.

On October 13, 2017, our Board held a telephonic meeting together with certain members of our senior management and a representative of Goldman Sachs. Management provided an update of discussions with management of Campbell that had occurred since the meeting of our Board on October 10, 2017, including the message provided to management of Campbell that we would only continue discussions with Campbell regarding a potential sale of the Company to Campbell if Campbell confirmed that any proposal it made to acquire the Company would be at a minimum price of  $50.00 per share. Our Board also discussed whether to approach companies that might be interested in acquiring the Company at prices our Board might find acceptable to ascertain their interest in a potential transaction. A representative of Goldman Sachs recommended to the Board, and the Board concurred, that if the Board were to decide to pursue a potential sale of the Company, we should approach Companies A, B, C and D, as each of these companies would have a strategic rationale to acquire the Company and the financial capability to execute a transaction at prices our Board might find acceptable.

On October 13, 2017, Mr. DiSilvestro communicated to Mr. Pease that Campbell understood $50.00 was the minimum acceptable price but that Campbell could not firmly commit to it without more information. Mr. DiSilvestro also provided that Campbell would work towards a $50.00 per share price, subject to receiving access to due diligence and our management advised our Board of the same.

On October 14, 2017, Mr. Pease and Mr. DiSilvestro had a telephone call during which they agreed to proceed with preliminary due diligence in the form of a management meeting during the week of October 23, 2017 in New York City.

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Pursuant to an engagement letter, dated October 16, 2017, the Company formally retained Goldman Sachs as our financial advisor in connection with a potential transaction. In connection with our engagement of Goldman Sachs as our financial advisor, Goldman Sachs provided us with information regarding certain relationships Goldman Sachs and its affiliates had with Campbell, which investment banking relationships are summarized below under “— Opinion of Goldman Sachs & Co. LLC — General.”

On October 16, 2017, the Executive Committee of our Board held a telephonic meeting, together with certain members of our senior management and a representative of Jenner. The representative of Jenner discussed the Board’s fiduciary duties under North Carolina law as it considered a potential sale of the Company. The Executive Committee determined it would be appropriate to instruct Goldman Sachs to contact other potential acquirors of the Company to ascertain their interest in pursuing a potential acquisition of the Company and to recommend to the Board that it authorize Goldman Sachs to begin this outreach process as soon as was practicable. The Executive Committee also discussed certain concerns that had been raised by Patricia Warehime. Such concerns were the timing of discussions with Campbell and any outreach to potential acquirors that might be conducted, the identity of potential acquirors, and whether Ms. Warehime and members of her family would receive a tax-deferred structure for their shares of the Company’s common stock if the Company were to be sold.

On October 19, 2017, Mr. Pease provided Mr. DiSilvestro with a draft mutual confidentiality agreement containing a standstill provision restricting Campbell from, among other things, purchasing the Company’s common stock or taking any other actions that may lead to a business combination unless our Board in advance approves such activities in writing. Such mutual confidentiality agreement would replace the confidentiality agreement dated August 24, 2017 in light of our decision to provide representatives of Campbell preliminary due diligence information. On October 24, 2017, the Company and Campbell entered into the mutual confidentiality agreement containing this standstill provision.

On October 21, 2017, our Board held a telephonic meeting, together with certain members of our senior management and a representative of Jenner. The representative of Jenner discussed the Board’s fiduciary duties under North Carolina law as it considered a potential sale of the Company and actions the Board should take to fulfill its fiduciary duties. The Board determined to instruct Goldman Sachs to contact Companies A, B, C and D, the four companies determined by the Board after considering information provided by Goldman Sachs and senior management as likely to be interested in pursuing, and having the financial capability to pursue, an acquisition of the Company at a price of at least $50.00 per share.

During the period from October 23, 2017 to October 27, 2017, at the direction of the Board, Goldman Sachs contacted and had discussions with each of Companies A, B, C and D to determine if they might be interested in pursuing a potential acquisition of the Company at a minimum price of  $50.00 per share.

On October 25, 2017, the Company granted representatives from Campbell and certain of its advisors, access to an electronic data room that contained preliminary due diligence information requested by Campbell. From October 25, 2017 through November 7, 2017, Campbell and its advisors continued their preliminary due diligence review of the Company.

On October 25, 2017, Mr. Pease provided a representative of Company A with a draft mutual confidentiality agreement containing a standstill provision restricting Company A from, among other things, purchasing the Company’s common stock or taking any other actions that may lead to a business combination unless our Board in advance approves such activities in writing. On October 30, 2017, the Company and Company A entered into the mutual confidentiality agreement containing a standstill provision, which standstill provision expired in accordance with its terms when we signed the merger agreement with Campbell.

On November 1, 2017, James Johnston, the Chairman of our Board, Gail Sharps Myers, our Senior Vice President, General Counsel and Secretary, and a representative of Jenner, met with certain members of the Board to discuss whether any of these directors had interests that could conflict with the interests of the shareholders of the Company in connection with the consideration of a possible sale of the Company.

On November 1, 2017, our Board held an in person meeting in Charlotte, North Carolina, together with certain members of our senior management, a representative of Goldman Sachs and a representative of Jenner. The representative of Goldman Sachs reported on contacts Goldman Sachs had with Companies

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A, B, C and D. Companies C and D indicated that they would not be interested in pursuing a possible acquisition of the Company. Companies A and B each expressed interest in pursuing a possible acquisition of the Company and were proceeding with preliminary due diligence. The representative of Jenner reviewed the fiduciary duties of the Board under North Carolina law in connection with a possible sale of the Company, the discussions that took place with certain directors concerning possible conflicts of interest, the use of a special negotiating committee of the Board to seek potential acquirors of the Company and to consider, negotiate and recommend to the Board offers for the sale of the Company and recommended that the Board appoint a special negotiating committee comprised only of directors who were not executive officers of the Company and who had no conflicts of interest. The Chairman of the Board reported that Patricia Warehime had determined that, out of an abundance of caution, she would recuse herself from all further proceedings of the Board as it considered possible proposals for the sale of the Company, including abstaining from any vote on any proposal for the sale of the Company. The Chairman of the Board reported that Ms. Warehime had concluded that this decision arose from the percentage of shares of our common stock owned by Ms. Warehime, a corporation and partnership controlled by Ms. Warehime, and certain family trusts (who collectively owned an aggregate of approximately 20% of our outstanding common stock) and the requirement that any merger involving the Company receive an affirmative vote of 75% of the outstanding shares, together with the fact that as long-time shareholders of the Company and one of its predecessor companies, Snyder’s of Hanover, Ms. Warehime, her family trusts and entities and other members of her family who had significant holdings of our shares could have interests that differed from those of our other shareholders. Such differing interests were the possibility of requiring a tax deferred exchange of their shares of common stock in an acquisition transaction that could result in a lower overall value paid for the Company, the possibility that Ms. Warehime could receive merger consideration in the form of equity that was not available to the Company’s other shareholders, her preference for a buyer who would best preserve and support the Company’s brands, facilities and operations in Hanover, Pennsylvania, and her direct and indirect influence over MAW Associates, LP,. ARWCO Corporation and Warehime Enterprises, Inc., which engaged in business transactions with the Company and each of which provides financing to the Company’s independent business operators and distributors for the purchase of route businesses and trucks. The Chairman of the Board recommended that the Board establish a special negotiating committee comprised of the members of the Executive Committee of the Board, none of whom were executive officers of the Company nor had any conflicts of interest, and that the matter of establishing a special negotiating committee be considered at the meeting of the Board to be held the next day, November 2, 2017.

On November 2, 2017 our Board held an in person meeting in Charlotte, North Carolina, together with certain members of our senior management. The Chairman of the Board reported that Peter Carlucci had determined that, out of an abundance of caution, he would abstain from any vote of the Board on any proposal for the sale of the Company. The Chairman of the Board reported that Mr. Carlucci’s decision arose from his long-time close personal relationship with Ms. Warehime, her late husband and the Warehime family, his long tenure (approximately 30 years) on the board of directors of the Company and its predecessor, Snyder’s of Hanover, the fact that a law firm in which he was a partner had been providing legal services to the Company and the fact that his son was an employee of the Company.

The Board voted to establish a special negotiating committee, which we refer to as the Special Committee, comprised of the members of the Executive Committee of the Board. The Special Committee was authorized to seek, evaluate, negotiate together with members of senior management, and recommend to the Board for its consideration any proposal for the acquisition of the Company or any alternative transaction, including a merger of equals, sale of assets by the Company or any acquisition of assets by the Company that the Special Committee determined was fair to and in the best interests of the Company and its shareholders. The Board determined that so long as the Special Committee continued to exist the Board would not approve or recommend to shareholders any potential sale of the Company, share repurchase (other than any share repurchase in the ordinary course of business consistent with past practice), special dividend or recapitalization or any merger of equals involving the Company or any sale of acquisition of assets by the Company in the absence of a prior favorable recommendation of such action by the Special Committee.

On November 3, 2017, we received a written indication of interest from Company A that indicated its interest in pursuing a potential acquisition of the Company in an all-cash offer at a price of  $50.00 to

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$52.00 per share. The written proposal indicated that the offer valued the Company at a 35.2% to 40.6% premium to the most recent closing share price of  $36.99 (as of November 3, 2017) and 22.4% to 27.3% premium to the 52-week and all-time high of our share price.

On November 6, 2017, Mr. Pease and Mr. DiSilvestro had a telephone call in which they discussed the Company’s results for the third quarter, the fact that there were other bidders who had indicated an interest in acquiring the Company and that the Company was going to fully populate its electronic data room to enable all bidders to conduct the due diligence they required to submit final bids during the next several weeks with the expectation that the Special Committee would determine whether to accept any proposal for the acquisition of the Company during the first two weeks of December. Mr. DiSilvestro advised Mr. Pease that Campbell could meet the proposed schedule and that Campbell’s board of directors had meetings planned for November 15-16, 2017, at which the possible acquisition of the Company would be discussed.

On November 6, 2017, Mr. Pease and the Head of Business Development of Company A had a telephone call in which Mr. Pease informed Company A’s Head of Business Development that the Company was going to fully populate its electronic data room to enable all bidders to conduct the due diligence they required to submit final bids during the next several weeks with the expectation that the Special Committee would determine whether to accept any proposal for the acquisition of the Company during the first two weeks of December. Company A’s Head of Business Development confirmed to Mr. Pease that Company A could meet such timeline.

On November 7, 2017, we granted representatives from Company A and certain of its advisors access to an electronic data room that contained due diligence information requested by Company A. In addition, we granted representatives from Campbell and certain of its advisors expanded access to additional due diligence information requested by Campbell. From November 7, 2017 through December 17, 2017 Campbell and its advisors continued its due diligence review of the Company. From November 7, 2017 through December 13, 2017 Company A and its advisors continued its due diligence review of the Company.

On November 8, 2017, Alex Pease, Gail Sharps Myers, Randy Chapman, our Chief Strategy Officer, Kirk Jensen, our Senior Vice President, Chief Supply Chain Officer, John T. Maples, our Chief Customer Officer, and Bruce Myers, our Vice President, Distribution Company at Snyder’s-Lance, had a telephone call with Anthony P. DiSilvestro, Carlos Abrams-Rivera, Raymond Liguori, Campbell’s Vice President of Corporate Development, and other representatives of Campbell to discuss various financial and operational aspects of our business.

On November 10, 2017, the Special Committee held a telephonic meeting together with certain members of our senior management, representatives of Goldman Sachs and a representative of Jenner. Mr. Pease reported on discussions he had with Mr. DiSilvestro regarding our results for the third quarter, the fact that there were other bidders who had indicated an interest in acquiring the Company and that we were going to fully populate our electronic data room to enable all bidders to conduct the due diligence they required to submit final bids during the next several weeks with the expectation that the Special Committee would determine whether to accept any proposal for the acquisition of the Company during the first two weeks of December. Mr. Pease reported that Mr. DiSilvestro advised him that Campbell could meet the proposed schedule and that Campbell’s board of directors had meetings planned for November 15-16, 2017, at which the possible acquisition of the Company would be discussed. A representative of Goldman Sachs reported on calls that he had with Credit Suisse, the financial advisor for Campbell, in which the representative of Goldman Sachs reiterated the timeline outlined by Mr. Pease to Mr. DiSilvestro. Mr. Pease reported that he also had discussions with the Head of Business Development of Company A in which he informed that individual that the price range set forth in the indication of interest submitted by Company A was sufficient to allow Company A to move forward in the process and conduct further due diligence. Mr. Pease reported that he had discussed the same timeline with the Head of Business Development of Company A that he had discussed with the CFO of Campbell and that the Head of Business Development of Company A had confirmed that Company A could meet the timeline. A representative of Goldman Sachs had a conversation with representatives of Company A and reiterated the timeline outlined by Mr. Pease. Mr. Driscoll reported that Company B was still continuing to assess its ability or willingness to submit a proposal to pursue the potential acquisition of the Company at the prices

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per share being discussed. Mr. Pease also reported that Mr. DiSilvestro mentioned the possibility of alternative transaction structures with Mr. Pease but Mr. Pease said that the focus should be on an all cash offer that resulted in the highest value to all shareholders.

On November 10, 2017, our Board held a telephonic meeting at which the Board was advised that Company A had submitted a written indication of interest for the potential acquisition of the Company, and our Board received updates from members of our senior management concerning discussions by members of our management with Campbell, Company A and Company B and the due diligence being performed by Campbell and Company A.

On November 15, 2017, there was a call among James Johnston, the Chairman of the Special Committee, Brian Driscoll, Alex Pease, Gail Sharps Myers, Randy Chapman, representatives of Goldman Sachs and representatives of Jenner during which Goldman Sachs was directed to prepare and send to each of Company A and Campbell a letter (the “Process Letter”) outlining the process and timing for bidders to complete due diligence and submit a final bid for the acquisition of the Company on December 4, 2017, and the participants discussed planned meetings between members of our senior management and the management of each of Campbell and Company A and responses to due diligence requests made by Campbell and Company A.

On November 17, 2017, the Special Committee held a telephonic meeting together with certain members of our senior management, a representative of Goldman Sachs and representatives of Jenner. James Johnston reported that Company B had declined to submit a proposal for the acquisition of the Company or proceed in the process. The representative of Goldman reviewed the contents of the Process Letter that had been sent to Campbell and Company A, including the requirements that bids were due on December 4, 2017. Mr. Pease discussed upcoming meetings between members of our senior management and members of the management of each of Campbell and Company A. Mr. Pease reported that Campbell had requested an extension of the December 4, 2017 due date for final bids and he reiterated that it should submit its bid by December 4, 2017. Also on November 17, 2017, at the direction of the Special Committee, Goldman Sachs delivered our draft of a proposed merger agreement to Campbell and Company A.

On November 17, 2017, our Board held a telephonic meeting at which the Board was advised that Company B had declined to proceed to submit a proposal for the acquisition of the Company, concerning the contents of the Process Letter that had been sent to Campbell and Company A and concerning the due diligence being performed on the Company by Campbell and Company A.

On November 20, 2017, Mr. Driscoll and certain members of our senior management met with Ms. Morrison and certain members of Campbell’s senior management in New York City for a detailed question and answer due diligence session, which focused on the Company’s supply chain, national direct-store-delivery distribution network, contracts with independent business owners, or IBOs, route structure, marketing and research and development priorities. They also discussed certain aspects of the Company’s financials, brands and distribution channels.

On November 21, 2017, at the direction of the Special Committee, Goldman Sachs sent Company A and Campbell a revised Process Letter changing the bid due date from December 4, 2017 to December 12, 2017 to give Campbell and Company A sufficient time to complete its due diligence and to provide that due diligence should be completed prior to submission of the final bid.

On November 28, 2017, Messrs. Driscoll and Pease had a meeting with the Chairman of the Board, Chief Executive Officer, Chief Financial Officer and Chief Growth Officer from Company A and discussed Company A’s view of the Company and its business and the positive impact the Company’s business would have on the business of Company A.

On November 30, 2017, the Special Committee held a telephonic meeting together with certain members of our senior management, representatives of Goldman Sachs and representatives of Jenner. James Johnston reported on a plan for him, Mr. Driscoll, Mr. Pease and Ms. Sharps Myers to meet (with a representative of Goldman Sachs in attendance) in Hanover, Pennsylvania on December 14, 2017 with Patricia Warehime and the trustee of family trusts and certain members of Ms. Warehime’s extended family (collectively, the “Warehime Family”), all of whom would be required to sign confidentiality agreements with the Company prior to the meeting. The purpose of the meeting would be to review the bids that are

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received for the acquisition of the Company with the Warehime Family. Mr. Driscoll reported on meetings he and Mr. Pease previously had with certain members of the senior management of Company A on November 28, 2017. Mr. Driscoll and Mr. Pease reported on the due diligence being performed by Campbell and Company A. A representative of Goldman Sachs reported that both Campbell and Company A had indicated their desire for Patricia Warehime and certain of the family trusts to sign voting agreements in support of any transaction contemplated by the merger agreement they would sign with us.

On November 30, 2017, our Board held a telephonic meeting together with certain members of our senior management, representatives of Goldman Sachs and representatives of Jenner. At the meeting, the Board discussed proposed logistics and timing for receiving bids, the scheduled meeting with the Warehime Family, that the Special Committee would review bids received and make its recommendation to the Board concerning such bids and that the Board would consider any bid that might be recommended by the Special Committee.

On December 8, 2017, Weil Gotshal & Manges LLP (“Weil”), outside legal counsel for Campbell, provided Jenner with a mark-up of the draft merger agreement provided to Campbell by Goldman Sachs on November 17, 2017.

On December 9, 2017, the Special Committee held a telephonic meeting together with certain members of our senior management, a representative of Goldman Sachs, representatives of Jenner and a representative of EY, our tax consultants. It was noted, since none of the federal tax reform bills then being considered by the U.S. House of Representatives or U.S. Senate had yet been enacted, the Company management’s financial forecasts provided to Goldman Sachs for its use in connection with its financial analyses reflected U.S. tax laws as then in effect, and not the impact of the tax reform bills. However, because the federal tax reform bills were then being considered and voted upon by the U.S. House of Representatives or U.S. Senate, the Special Committee discussed and considered management’s views of the potential impact of the then proposed tax reform bills on Company management’s financial forecasts, including the potential impact of those federal tax reform bills on the value of the Company. Mr. Pease reported that the reduction of the effective rate of taxation applicable to the Company would result in significant tax savings over a five to ten year period; however, Mr. Pease further advised that it was his understanding that the value of the potential tax savings was likely already reflected in the valuations of publicly traded U.S. companies. A representative of Goldman Sachs noted that potential tax reform could already be priced into the Company’s stock price and that the permanence of the tax reform initiatives could be uncertain under future administrations. A representative of Jenner reported concerning the mark-up of the draft merger agreement received from Weil and the plan to discuss significant issues raised by such mark-up with Weil the next day.

On December 10, 2017, representatives of Jenner discussed with representatives of Weil and a Campbell in-house attorney the mark-up of the draft merger agreement received from Weil, including covenants relating to Campbell’s financing and regulatory efforts, the Company’s fiduciary termination rights, and the amount and triggers for the termination fees.

On December 12, 2017, the Company received a written offer from Campbell to acquire the Company in an all-cash transaction at a price of  $48.00 per share, together with a revised mark-up of the draft merger agreement.

On December 12, 2017, the Special Committee held a telephonic meeting together with certain members of our management, representatives of Goldman Sachs and representatives of Jenner. A representative of Goldman Sachs reported that the Company had received an offer from Campbell to acquire the Company in an all-cash transaction at a price of  $48.00 per share and that an hour before bids were due to be received in accordance with the Process Letter, Goldman Sachs had received a call from the representative of Company A to advise Goldman Sachs that Company A would not be submitting a bid by the required time because its legal counsel had identified an anti-trust issue that it needed more time to evaluate. A representative of Jenner reported that Jenner had received a call from the legal counsel to Company A immediately prior to commencement of the Special Committee meeting advising of the same anti-trust issue. The Special Committee directed Goldman Sachs to contact Campbell to express the Special Committee’s expectation concerning any offer to acquire the Company and directed Jenner to contact counsel for Company A to confirm that the Special Committee did not expect to provide an extension of

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the time to submit final bids beyond the next day and offer for Jenner and such counsel to speak that night regarding the anti-trust issue raised by counsel for Company A. Later on December 12, 2017, representatives of Jenner briefly discussed these antitrust concerns with Company A’s legal counsel.

At the direction of the Special Committee, on December 12, 2017, representatives of Goldman Sachs communicated to Mr. Liguori that Campbell’s offer to acquire the Company at a price of  $48.00 per share was insufficient and would not be entertained by the Special Committee or the Board.

Following subsequent conversations between representatives of Goldman Sachs and Credit Suisse and Mr. Liguori, respectively, on December 13, 2017, the Company orally received a revised offer from Campbell to acquire the Company in an all-cash transaction at a price of  $50.00 per share, which was confirmed later that day in writing.

On December 13, 2017, there was a more in depth call between representatives of Jenner and counsel for Company A to discuss the anti-trust issue raised by counsel to Company A.

On December 13, 2017, our Board held a telephonic meeting together with certain members of our senior management, representatives of Goldman Sachs and representatives of Jenner at which the Board was informed by a representative of Goldman Sachs that Campbell had initially submitted an offer to acquire the Company in an all-cash transaction at a price of  $48.00 per share, but that after discussions between representatives of Goldman Sachs and Credit Suisse and Mr. Liguori, Campbell had submitted a revised written offer at a price of  $50.00 per share. A representative of Goldman Sachs reported that Company A had communicated that the anti-trust issue Company A had identified might preclude it from submitting an offer. In the evening of December 13, 2017, a representative of Company A confirmed to Goldman Sachs that Company A would not be submitting an offer.

On December 14, 2017, Mr. Johnston, Mr. Driscoll, Mr. Pease and Ms. Sharps Myers met (with a representative of Goldman Sachs in attendance) in Hanover, Pennsylvania with Patricia Warehime and certain other members of the Warehime Family, several of whom participated in the meeting via telephone. A representative of Jenner also participated in the meeting via telephone. At this meeting the offer to acquire the Company received from Campbell was reviewed and discussed.

On December 14, 2017, the Special Committee held an in-person meeting in Charlotte, North Carolina, together with certain members of our senior management, representatives of Goldman Sachs and representatives of Jenner. Mr. Johnston and Mr. Driscoll updated the Special Committee concerning the fact that Company A had declined to submit an offer and the meeting held earlier that day with members of the Warehime Family. A representative of Jenner reported that a revised draft of the merger agreement was being prepared to take into account certain of the comments received from Campbell and if the Special Committee and the Board decided to proceed with negotiations with Campbell pursuant to its offer to acquire the Company, a revised draft of the merger agreement would be provided to Weil the next day following the meeting of the Board. Representatives of Jenner reviewed the provisions of the draft voting agreement submitted by Campbell with its offer and reported that Campbell wanted Patricia Warehime and the family trusts that file Schedules 13D and are reported as beneficial owners of more than 5% of our outstanding common stock (the “Warehime Trusts”) to sign the voting agreement. Mr. Pease discussed the rumors of a proposed acquisition of the Company by Campbell reported earlier that day by certain media outlets and our policy of refusing to comment on market rumors.

On December 15, 2017, our Board held an in-person meeting in Charlotte, North Carolina, together with certain members of our senior management, representatives of Goldman Sachs and a representative of Jenner, with another representative of Jenner participating by telephone. A representative of Jenner discussed the terms of the draft merger agreement and voting agreement and the financing Campbell proposed to use to consummate the transaction. A representative of Jenner noted that there would be no financing condition under the merger agreement. A representative of Goldman Sachs discussed with the Board the financial aspects of the proposed acquisition of the Company by Campbell, the historical performance of our stock price, an overview of the Company management’s plan for the Company if it were to remain as a stand-alone entity, a preliminary financial analyses (based on the Company management’s financial forecasts referenced above) and management’s views regarding a range of potential impacts the then pending tax reform bills could have on the Company management’s financial forecasts and

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the resulting potential impact of the Company’s implied valuation. The Special Committee reported that it believed that $50.00 per share was the best offer that would be received from Campbell and recommended that the Board authorize proceeding with negotiations with Campbell pursuant to its offer to acquire the Company in an all cash-transaction at a price of  $50.00 per share. The Board determined to proceed with negotiations with Campbell pursuant to its offer to acquire the Company in an all cash-transaction at a price of  $50.00 per share.

On December 15, 2017, Jenner delivered a revised draft of the merger agreement to Weil and a copy of the draft voting agreement to counsel for Ms. Warehime and the Warehime Trusts. Later on December 15, 2017, Jenner sent a mark-up of the draft voting agreement to Weil reflecting comments that had been approved by the counsel for Ms. Warehime and the Warehime Trusts.

During the period from the evening of December 15, 2017 through the early morning of December 18, 2017, representatives of Jenner and Weil negotiated the major open issues on the draft of the merger agreement, including, the scope of and qualifications relating to certain representations and warranties of the Company, covenants relating to Campbell’s financing and regulatory efforts, dollar thresholds in respect of covenants relating to the Company’s conduct of the business after signing, the Company’s fiduciary termination rights, and the amount and triggers for the termination fees.

On December 16, 2017, the Special Committee held a telephonic meeting together with certain members of our senior management, representatives of Goldman Sachs and representatives of Jenner. A representative of Jenner reported on the status of negotiations of the merger agreement and voting agreement. Mr. Driscoll reported that he had received an inquiry from the chief executive officer of a smaller food company (Company E) who Goldman Sachs had not been directed to contact, inquiring about a possible business combination with the Company. A representative of Goldman Sachs noted that Company E had a significantly smaller market capitalization than the Company. After discussion with Goldman Sachs, the Special Committee determined that it was not likely that Company E could propose a business combination transaction that would be equal or better for our shareholders than an all-cash transaction at a price of  $50.00 per share. Based on these factors and the current status of negotiations with Campbell, the Special Committee determined that Mr. Driscoll should not respond to the inquiries received from the chief executive officer of Company E. We have not received any further communications from Company E relating to a business combination with the Company, including since the public announcement of the transactions contemplated by the merger agreement.

On December 17, 2017, the Special Committee held a telephonic meeting together with certain members of our senior management, representatives of Goldman Sachs and representatives of Jenner. A representative of Jenner reported on the status of the negotiations of the merger agreement and the outstanding issues. The Special Committee authorized Jenner to propose resolutions to the remaining issues on the merger agreement.

Later in the day on December 17, 2017, the Special Committee held a telephonic meeting together with certain members of our senior management, representatives of Goldman Sachs and representatives of Jenner. A representative of Jenner noted that all members of the Special Committee had received a copy of the proposed merger agreement, a memo summarizing the material terms of the merger agreement and proposed resolutions to be considered by the Special Committee. A representative of Jenner discussed the terms of the merger agreement and voting agreement and certain changes that would be made to the merger agreement to resolve the remaining outstanding issues relating to the regulatory efforts covenants and the effects of termination under certain circumstances. A representative of Goldman Sachs then presented to the Special Committee Goldman Sachs’ financial analyses (based on the Company management’s financial forecasts referenced above) regarding the proposed transaction summarized below under “— Opinion of Goldman Sachs & Co. LLC”. A representative of Jenner discussed the proposed resolutions for the Special Committee to consider and reminded the members of the Special Committee of their fiduciary duties under North Carolina law. The Special Committee determined that the merger agreement with Campbell and the transactions contemplated by the merger agreement, including the merger, were fair and in the best interests of, the Company and our shareholders and resolved to recommend to the Board that the Board adopt, approve and declare advisable the merger agreement and the merger contemplated by the merger agreement, and recommend to the shareholders of the Company that they approve the merger and the merger agreement.

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Subsequent to the meeting of the Special Committee, on December 17, 2017, our Board held a telephonic meeting together with certain members of our senior management, representatives of Goldman Sachs and representatives of Jenner. A representative of Jenner noted that all members of our Board had received a copy of the proposed merger agreement, a memo summarizing the material terms of the merger agreement and proposed resolutions to be considered by the Board. A representative of Jenner discussed the terms of the merger agreement and voting agreement and certain changes that would be made to the merger agreement to resolve the remaining outstanding issues. A representative of Goldman Sachs then presented to the Board Goldman Sachs’ financial analysis summarized below under “— Opinion of Goldman Sachs & Co. LLC” and rendered the oral opinion of Goldman Sachs, subsequently confirmed by delivery of a written opinion dated December 18, 2017 to the Board to the effect that, as of such date and based on and subject to the factors and assumptions set forth in the written opinion, the $50.00 in cash per share to be paid to the holders (other than Campbell and its affiliates) of the shares of Company common stock pursuant to the merger agreement was fair from a financial point of view to such holders. A representative of Jenner discussed the proposed resolutions for the Board to consider and the Board’s fiduciary duties under North Carolina law and all of the voting directors unanimously determined that the merger agreement with Campbell (including the plan of merger contained in the merger agreement) and the transactions contemplated by the merger agreement (including the merger) were fair and in the best interest of the Company and our shareholders, adopted, approved and declared advisable the merger agreement (including the plan of merger contained in the merger agreement) and the transactions contemplated by the merger agreement (including the merger), and recommended to the shareholders of the Company to approve the merger and the merger agreement (including the plan of merger contained in the merger agreement).

In the early morning of December 18, 2017, Campbell and the Company executed and delivered the merger agreement, Campbell, Patricia Warehime and the Warehime Trusts executed and delivered the voting agreement and Campbell and the Company issued a joint press release announcing the transaction. The press release and the merger agreement were publicly filed by the Company as Soliciting Material under §240.14a-12 of the Exchange Act on December 18, 2017.

Reasons for the Merger

Our Board considered a number of factors in making its determination that the merger and the other transactions contemplated by the merger agreement are fair to and in the best interests of the Company and its shareholders, including the following (not necessarily in the order of relative importance):

Merger consideration.   Our Board considered the $50.00 per share in cash to be paid as merger consideration in relation to our Board’s estimate of the current and future value of the Company as an independent entity, including that the adjusted fully diluted enterprise value of the transaction is approximately $6.093 billion, representing a multiple of 20.9x EBITDA for the last twelve months.

Premium.   Our Board considered that the $50.00 per share in cash to be paid as merger consideration represents a premium of approximately 27% to the Company’s stock price as of closing on December 13, 2017, the last trading day before media reports regarding a potential transaction, and a premium of approximately 33.7% to the Company’s unaffected 90-day volume weighted average price.

Cash consideration.   Our Board considered the fact that the merger consideration would be paid solely in cash, which provides certainty and immediate liquidity and value to our shareholders, enabling our shareholders to realize value that has been created at the Company while eliminating long-term business and execution risk.

Strategic alternatives.   Our Board considered the potential values, benefits, risks and uncertainties facing our shareholders associated with possible strategic alternatives to the merger (including scenarios involving the possibility of remaining independent), and the timing and likelihood of accomplishing certain alternatives. Based on the foregoing, our Board considered that none of these options, on a risk-adjusted basis, was reasonably likely to create value for our shareholders greater than the merger consideration. Our Board also considered the Company’s ability, subject to the terms and conditions of the merger agreement, to respond to, engage in discussions or negotiations regarding, and ultimately accept a superior proposal

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from a person other than Campbell under certain circumstances and, in the case of accepting such a superior proposal, after paying a termination fee, as more fully described in the section entitled “The Merger Agreement — No Solicitation of Acquisition Proposals; Board Recommendation” beginning on page 72.

Fairness Opinion.   Our Board considered the financial analyses reviewed by Goldman Sachs with the Board and the opinion of Goldman Sachs rendered to the Board to the effect that, as of December 18, 2017 and based on and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the $50.00 in cash per share to be paid to the holders (other than Campbell and its affiliates) of the shares of Company common stock pursuant to the merger agreement was fair from a financial point of view to such holders. The opinion of Goldman Sachs is more fully described in the section entitled “— Opinion of Goldman Sachs & Co. LLC” beginning on page 43 and the full text of such opinion is attached to this proxy statement as Annex B.

Negotiations with Campbell.   Our Board considered the beneficial terms that we and our advisors were able to obtain during extensive negotiations with Campbell and that the merger agreement was the product of arm’s-length negotiations and contained terms and conditions that were, in our Board’s view, advisable and fair to, and in the best interests of, the Company and its shareholders.

Timing of Campbell’s Offer.   The timing and the risk that if we did not accept Campbell’s offer, which Campbell had indicated was the highest offer it would make, our Board may not have another opportunity to do so. Additionally, none of the other interested parties submitted an offer.

Our Current Condition.   Our Board considered information with respect to our financial condition, results of operation, competitive position and business strategy, on both historical and prospective bases, as well as current industry, regulatory, economic and market conditions, trends and cycles.

Our Future Prospects.   Our Board considered our future prospects if we were to remain independent, including the competitive landscape and the business, financial and execution risks, our relationship with customers, distributors and suppliers, and the risks associated with continued independence discussed below. The Board considered the potential impact of the proposed federal tax reform bills on the Company.

Risks Associated with Continued Independence.   While our Board remained supportive of our strategic plan and optimistic about our prospects on a standalone basis, it also considered the risks associated with operating as a standalone company, including the potential execution risks associated with the strategic plan, the achievability of financial projections and the potential risk the market may not reflect such execution in our stock price. Our Board also considered continuing headwinds and key industry trends facing the business, such as sector growth deceleration, significant continuing consolidation in the food sector, escalating pressure on incumbent retailers arising through the entrance of new aggressive competitors and the accelerating momentum of private label offerings by leading retailers. Our Board concluded that the merger consideration enabled our shareholders to realize the Company’s potential future value without the market or execution risks associated with continued independence.

Merger Agreement.   Our Board considered, in consultation with counsel, the terms of the merger agreement, including:

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the right of the Company and our Board to respond to a competing superior proposal from any bidder prior to obtaining our shareholders’ approval if our Board determines in good faith, after considering advice from its financial advisor and outside legal counsel, that such acquisition proposal either constitutes a superior proposal or could reasonably be expected to result in a superior proposal, and that failure to take such action would reasonably be likely to be inconsistent with the directors’ fiduciary duties under applicable law, as well as our ability to terminate the merger agreement to accept a superior proposal, subject to certain notice requirements and “negotiation rights” in favor of Campbell and provided that we pay Campbell the applicable termination fee;

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our Board’s belief that termination fee provisions are customary for transactions of this type, and its belief that the $149,000,000 termination fee with respect to terminations made under certain circumstances was reasonable in the context of comparable transactions and the likelihood that a fee of such size would not be a meaningful deterrent to alternative acquisition proposals;

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our Board’s right to change its recommendation whether in connection with a superior proposal, or otherwise, prior to obtaining our shareholder approval if our Board has determined in good faith, after consultation with its outside legal counsel and, in the case of a superior proposal, its financial advisor, that the failure to make such change in recommendation would be reasonably likely to be inconsistent with its fiduciary duties under applicable law, subject to certain notice requirements and “negotiation rights”;

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the representations, warranties and covenants of the parties, the limited conditions to the parties’ obligations to complete the merger and their ability to terminate the merger agreement;

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the fact that the consummation of the merger is not conditioned on Campbell’s ability to obtain financing;

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the fact that the Company has sufficient operating flexibility to conduct its business in the ordinary course between the execution of the merger agreement and consummation of the merger;

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the obligation of Campbell under certain circumstances to pay the Company a reverse termination fee of  $198.6 million;

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the obligation of Campbell under certain circumstances in which antitrust approvals are not obtained, to pay the Company a regulatory termination fee of  $50 million;

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the fact that the definition of  “Company Material Adverse Effect” has a number of customary exceptions, as described in detail in the section entitled “The Merger Agreement — Conditions to the Closing of the Merger” beginning on page 78, and is generally a very high standard as applied by the courts; and

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the Company’s right to specifically enforce Campbell’s obligations under the merger agreement.

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Financing.   Our Board considered the fact that Campbell has obtained committed debt financing for the transaction from reputable financial institutions.

Likelihood of Consummation.   Our Board considered the likelihood that the merger would be completed, in light of, among other things, the conditions to the merger and the absence of a financing condition, the relative likelihood of obtaining required regulatory approvals, and the remedies available to us under the merger agreement.

Campbell’s Reputation.   Our Board considered the business reputation and capabilities of Campbell and its management, and Campbell’s general ability to complete an acquisition transaction of this size.

Shareholders’ Ability to Reject the Merger.   Our Board considered the fact that, pursuant to our restated articles of the incorporation, the merger is subject to the approval of the merger agreement by the affirmative vote of holders of 75% of the outstanding shares of our common stock entitled to vote thereon.

In the course of reaching its decision, our Board also considered a number of potentially negative factors with respect to the merger and the other transactions contemplated by the merger agreement including, among others, the following (not necessarily in the order of relative importance):

Participation in Future Gains.   Our Board considered the fact that, if the merger is completed, we will no longer exist as an independent public company and our shareholders will forgo any future increase in the Company’s value that might result from our earnings or possible growth as an independent company. Our Board recognized the growth and profitability prospects for the Company on a standalone basis, but concluded that the premium reflected in the merger consideration constituted fair compensation for the loss of the potential shareholder benefits that could be realized by our strategic plan, particularly on a risk-adjusted basis.

Regulatory Risk.   Our Board considered the risk that the necessary regulatory approvals, the receipt of which is beyond the Company’s control, may be delayed, conditioned or denied.

Restrictions on the Operation of Our Business.   Our Board considered the restrictions on the conduct of our business prior to the completion of the merger, including restrictions on realizing certain business opportunities or taking certain actions with respect to our operations we may otherwise take absent the pending merger.

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Non-Solicitation Provision.   Our Board considered the fact that the merger agreement precludes us from actively soliciting alternative proposals.

Risks Associated with a Failure to Consummate the Merger.   Our Board considered the fact that there can be no assurance that all conditions to the parties’ obligations to consummate the merger will be satisfied and as a result the possibility that the merger might not be completed. Our Board noted the fact that, if the merger is not completed, (i) we will have incurred significant risk, transaction expenses and opportunity costs, including the possibility of disruption to our operations, diversion of management and employee attention, employee attrition and a potentially negative effect on our business and client relationships, (ii) depending on the circumstances that caused the merger not to be completed, it is likely that the price of our common stock will decline, potentially significantly and (iii) the market’s perception of our prospects could be adversely affected.

Termination Fee.   Our Board considered the possibility that the $149 million termination fee payable to Campbell with respect to termination for a superior proposal might have the effect of discouraging alternative acquisition proposals or reducing the price of such proposals.

Campbell Termination Fee.   Our Board considered the fact that, except in the case of fraud or willful breach, the Company’s sole monetary remedy in circumstances in which the termination fee is payable and paid in connection with a breach of the merger agreement by Campbell or Merger Sub is the amount of the $198.6 million termination fee and may not be sufficient to compensate the Company for losses suffered as a result of a breach of the merger agreement by Campbell or Merger Sub.

Tax Treatment.   Our Board considered the fact that any gains arising from the receipt of the merger consideration would generally be taxable to our shareholders that are U.S. holders for U.S. federal income tax purposes.

No Appraisal Rights.   Our Board considered the unavailability of appraisal rights under applicable law in connection with the merger.

Shareholder Litigation.   Our Board considered the likelihood of distracting litigation from shareholder suits in connection with the merger.

After considering potentially positive and potentially negative factors, our Board concluded that, overall, the potentially positive factors outweighed the potentially negative factors. Accordingly, our Board determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to and in the best interests of the Company and its shareholders.

The foregoing discussion is not intended to be an exhaustive list of the information and factors considered by our Board in its consideration of the merger, but includes the material positive factors and material negative factors considered by our Board in that regard. In view of the number and variety of factors and the amount of information considered, our Board did not find it practicable to, nor did it attempt to, make specific assessments of, quantify, or otherwise assign relative weights to, the specific factors considered in reaching its determination. In addition, individual members of our Board may have given different weights to different factors. Based on the totality of the information presented, our Board, by the unanimous vote of all directors voting, reached the determination that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair and in the best interests of our Company and our shareholders, and approved, adopted and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger, in light of the factors described above and other factors that the members of our Board deemed were appropriate.

Portions of this explanation of our reasons for the merger and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 20.

Recommendation of Our Board

After due consideration and discussion of the factors that our Board deemed relevant to enable it to reach an informed decision as to the fairness and advisability of the merger agreement and the transactions contemplated thereby, including the factors discussed in the above subsection “— Reasons for the Merger”,

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our Board, by the unanimous vote of all directors voting, (i) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to and in the best interests of the Company and our shareholders, (ii) adopted, approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger, and (iii) recommended approval of the merger agreement by our shareholders.

Our Board, by the unanimous vote of all directors voting, recommends that you vote (1) “FOR” the proposal to approve the merger agreement, (2) “FOR” the Adjournment Proposal and (3) “FOR” the non-binding, advisory Merger-Related Compensation Proposal.

Unaudited Prospective Financial Information

Our management prepares projections of the Company’s expected financial performance as part of its ongoing management of the business. Other than guidance in connection with the Company’s regularly-scheduled earnings releases, these projections are not disclosed as a matter of course due to the inherent unpredictability of the underlying assumptions and estimates. At its June 26, 2017 meeting our Board reviewed and approved our Performance Transformation Plan, which included certain financial projections prepared by our management that were based upon the execution of the Performance Transformation Plan on a risk-adjusted basis. Notwithstanding the inherent unpredictability of any projections, including those included in the Performance Transformation Plan, the Company is including in this proxy statement, in order to provide our shareholders access, a summary of certain unaudited prospective financial information that was prepared by our management and included in our Performance Transformation Plan, used by our Board and provided to Campbell in connection with their respective evaluations of the proposed merger and was delivered to and used by Goldman Sachs, the financial advisor to the Company, in providing financial advice to our Board. The inclusion of this information should not be regarded as an indication that any of the Company, Campbell, Goldman Sachs, their respective representatives or any other recipient of this information considered, or now considers, it necessarily to be predictive of actual future results, or that it should be construed as financial guidance, and it should not be relied on as such.

Our management, as part of ordinary course strategic and operational planning for the Company’s business, develops multi-year financial projections based on its evolving strategy, results and actions. As part of such process and in connection with its preparation of our Performance Transformation Plan, our management prepared the projections included in this proxy statement, which were included in the Performance Transformation Plan that was reviewed and approved by our Board at its June 26, 2017 meeting.

While presented with numeric specificity, the unaudited prospective financial information reflects numerous estimates and assumptions made with respect to business, economic, market, competition, regulatory and financial conditions and matters specific to the Company’s business, all of which are difficult to predict and many of which are beyond the Company’s control. The unaudited prospective financial information reflects both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. The Company can give no assurance that the unaudited prospective financial information or the underlying estimates and assumptions will be realized. In addition, since the unaudited prospective financial information covers multiple years, such information by its nature becomes less predictive with each successive year. Furthermore, the unaudited prospective financial information should not be construed as commentary by our management as to how our management expects the Company’s actual results to compare to Wall Street research analysts’ estimates, as to which the Company expresses no view.

Actual results may differ materially from those set forth below, and important factors that may affect actual results and cause the unaudited prospective financial information to be inaccurate include, but are not limited to, risks and uncertainties relating to the Company’s business, industry performance, general business and economic conditions, customer requirements, competition and adverse changes in applicable laws, regulations or rules. For other factors that could cause actual results to differ, please see the section entitled “Cautionary Statement Regarding Forward-Looking Statements” on page 20 and the sections entitled “Risk Factors” and “Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and the other reports filed by the Company with the SEC.

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Given the proposed merger under the merger agreement with Campbell and assuming that such merger is completed, the unaudited prospective financial information for the Company as a standalone entity for the years 2018 to 2020 set forth below will no longer be applicable.

The unaudited prospective financial information does not take into account any circumstances or events occurring after the date it was prepared. The Company can give no assurance that, had the unaudited prospective financial information been prepared as of the date of this proxy statement, similar estimates and assumptions would be used. The Company does not intend to, and disclaims any obligation to, make publicly available any update or other revision to the unaudited prospective financial information to reflect circumstances existing since its preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the assumptions underlying the unaudited prospective financial information are shown to be in error, or to reflect changes in general economic or industry conditions. The unaudited prospective financial information does not take into account the possible financial and other effects on the Company of the merger and does not attempt to predict or suggest future results of the combined company. The unaudited prospective financial information does not give effect to the merger, including the impact of negotiating or executing the merger agreement, the expenses that may be incurred in connection with consummating the merger or the potential synergies that may be achieved by the combined company as a result of the merger. Further, the unaudited prospective financial information does not take into account the effect on the Company of any possible failure of the merger to occur. None of the Company, Campbell, Goldman Sachs or their respective affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any Company shareholder or other person regarding the Company’s ultimate performance compared to the information contained in the unaudited prospective financial information or that the forecasted results will be achieved. The summary of the unaudited prospective financial information included below is being provided solely because it was made available to our Board, Campbell and Goldman Sachs, the financial advisor to the Company, and not to influence your decision as to whether to vote for the proposal to approve the merger agreement or take any action in connection with the merger or your ownership of shares.

The unaudited prospective financial information were prepared by management based upon the U.S. tax laws as in effect at the time they were prepared and did not take into account the Tax Cut & Jobs Act signed into law on December 22, 2017, which reflects, among other things, a reduction to the corporate tax rate from 35% to 21%.

The following table summarizes selected unaudited prospective financial information prepared by our management for the fiscal years ending 2017 through 2020, which was provided to our Board, Campbell and Goldman Sachs (dollars in thousands, except for shares).

Opinion of Goldman Sachs & Co. LLC

At the meeting at which the Board voted to approve the proposed transaction, Goldman Sachs & Co. LLC, which we refer to as “Goldman Sachs,” rendered to the Board its oral opinion, subsequently confirmed in writing, to the effect that, as of December 18, 2017, and based upon and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the $50.00 in cash per share to be paid to the holders (other than Campbell and its affiliates) of the shares of Company common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated December 18, 2017, which sets forth the assumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken in connection with the opinion, is attached to this proxy statement as Annex B. Goldman Sachs’ advisory services and opinion were provided for the information and assistance of the Board in connection with its consideration of the proposed transaction and the opinion does not constitute a recommendation as to how any holder of shares of Company common stock should vote with respect to the proposed transaction or any other matter.

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In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

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the merger agreement;

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annual reports to shareholders and Annual Reports on Form 10-K of the Company for the five fiscal years ended December 31, 2016;

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certain interim reports to shareholders and Quarterly Reports on Form 10-Q of the Company;

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certain other communications from the Company to its shareholders;

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certain publicly available research analyst reports for the Company; and

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certain internal financial analyses and forecasts for the Company prepared by its management, as approved for Goldman Sachs’ use by the Company, which are referred to as the “Company Forecasts” and a portion of which are summarized above under “Unaudited Prospective Financial Information.”

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Goldman Sachs also held discussions with members of the senior management of the Company regarding their assessment of the past and current business operations, financial condition and future prospects of the Company; reviewed the reported price and trading activity for the shares of Company common stock; compared certain financial and stock market information for the Company with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the food and beverage industry; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with the consent of the Board, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, Goldman Sachs, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the consent of the Board that the Company Forecasts had been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company or any of its subsidiaries and Goldman Sachs was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the proposed transaction would be obtained without any adverse effect on the expected benefits of the proposed transaction in any way meaningful to its analysis. Goldman Sachs assumed that the proposed transaction would be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion did not address the underlying business decision of the Company to engage in the proposed transaction, or the relative merits of the proposed transaction as compared to any strategic alternatives that may have been available to the Company; nor did it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than Campbell and its affiliates) of shares of Company common stock, as of December 18, 2018, the date of its opinion, of the $50.00 in cash per share to be paid to such holders pursuant to the merger agreement. Goldman Sachs did not express any view on, and its opinion did not address, any other term or aspect of the merger agreement, the proposed transaction or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the proposed transaction, including, the fairness of the proposed transaction to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of the Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons, in connection with the proposed transaction, whether relative to the $50.00 in cash per share to be paid to the holders (other than Campbell and its affiliates) of shares of Company common stock pursuant to the merger agreement or otherwise. Goldman Sachs did not express any opinion as to the price at which the shares of Company common stock would trade at any time or impact of the proposed transaction on

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the solvency or viability of Company or Campbell or the ability of Company or Campbell to pay their respective obligations when they come due. Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of the date of its opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of the opinion. Goldman Sachs’ advisory services and its opinion were provided for the information and assistance of the Board in connection with its consideration of the proposed transaction and the opinion does not constitute a recommendation as to how any holder of shares of Company common stock should vote with respect to the proposed transaction or any other matter. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

Summary of Financial Analyses

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Board in connection with rendering the opinion described above. The following summary does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before December 17, 2017, the day prior to the date of Goldman Sachs’ opinion, and is not necessarily indicative of current market conditions.

Implied Premia and Multiple Analyses

Goldman Sachs calculated the $50.00 in cash per share to be paid to the holders of shares of Company common stock pursuant to the merger agreement in relation to:

•

the closing price per share of Company common stock of  $39.41 as of December 13, 2017, the last completed trading day before the first reported rumor of a potential acquisition of the Company, which is referred to as the “Undisturbed Closing Price”;

​

•

the volume weighted average price for the shares of Company common stock of  $37.41 over the three- month period ended December 13, 2017, which is referred to as the “Undisturbed 90-day VWAP”; and

​

•

the highest trading price for the shares of Company common stock of  $40.73 over the 52 week period ended December 13, 2017, which is referred to as the “Undisturbed 52-week high”.

​

The results of these calculations are as follows:

Goldman Sachs calculated the implied equity value of the Company, which is referred to as the “Implied Equity Value” by multiplying the $50.00 per share by the total number of fully diluted shares of Company common stock outstanding as of December 15, 2017, including the additional equity that is expected to vest as a result of the proposed transaction, calculated using information provided by the Company’s management. Goldman Sachs then calculated the adjusted implied enterprise value for the Company, which is referred to as the “Adjusted Implied Enterprise Value,” by adding to the Implied Equity Value the Company’s net debt (defined for this purpose as the Company’s debt plus the Company’s cash payment obligations in respect of its performance share units less cash and minority interest) as of September 30, 2017 and subtracting the book value of the Company’s equity investments as of September 30, 2017.

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Using that information, Goldman Sachs calculated with respect to the Company:

•

the Adjusted Implied Enterprise Value as a multiple of the Company’s adjusted earnings before interest expense, income taxes, depreciation and amortization, or “EBITDA,” for the twelve-month period ended September 30, 2017, which is referred to as “LTM EBITDA,” as provided by the Company’s management;

​

•

the Adjusted Implied Enterprise Value as a multiple of the median analyst estimate of the EBITDA of the Company for 2017 and 2018, as published by The Institutional Brokers’ Estimate System, or “I/B/E/S” as of December 13, 2017;

​

•

the $50.00 per share of merger consideration to be paid pursuant to the merger agreement as a multiple of the median analyst estimate of earnings per share, or “EPS,” of the Company for 2017 and 2018, as published by I/B/E/S as of December 13, 2017;

​

•

the Adjusted Implied Enterprise Value as a multiple of the estimates of the EBITDA of the Company for 2017 and 2018, as reflected in the Company Forecasts; and

​

•

the $50.00 per share of merger consideration to be paid pursuant to the merger agreement as a multiple of the EPS of the Company for 2017 and 2018, as reflected in the Company Forecasts.

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The results of these calculations were as follows:

Illustrative Present Value of Future Share Price Analyses

Goldman Sachs performed an illustrative analysis to derive a range of illustrative present values per share of Company common stock as of December 13, 2017, based on theoretical future prices calculated by Goldman Sachs for the shares of Company common stock derived using both estimates of the Company’s EBITDA and estimates of the Company’s EPS, each as reflected in the Company Forecasts:

EBIDTA

Using the Company Forecasts, Goldman Sachs derived a range of theoretical future enterprise values for the Company as of December 31, 2019, by applying a range of illustrative multiples of enterprise value/​EBITDA for the next twelve-month period, which is referred to as “NTM EBITDA,” of 12.0x to 13.1x to the estimated EBITDA for the following full year reflected in the Company Forecasts. Goldman Sachs then

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derived a range of theoretical future values per share of Company common stock as of December 31, 2019 by subtracting the estimated net debt of the Company as of that date and dividing the result by the estimated fully-diluted shares of Company common stock outstanding on a standalone basis as of that date, all as reflected in the Company Forecasts. Using an illustrative discount rate of 7.2% (reflecting an estimate of the Company’s cost of equity, derived by application of the capital asset pricing model, which incorporates certain company-specific inputs, including a beta for the Company, as well as certain financial metrics for the United States markets generally), Goldman Sachs discounted to present value as of December 13, 2017, the range of theoretical future values per share of Company common stock it derived as of December 31, 2019, together with the estimated cumulative dividends per share estimated to be paid from December 13, 2017 through that date as reflected in the Company Forecasts. These calculations yielded a range of illustrative present values per share of Company common stock of  $42.30 to $46.55.

The range of illustrative multiples of enterprise value/NTM EBITDA of 12.0x to 13.1x applied by Goldman Sachs as described above were derived by Goldman Sachs utilizing its professional judgment and experience, taking into account, among other things (i) the median multiple of enterprise value/NTM EBITDA for a selected group of publicly traded companies in the food industry, (ii) that median multiple of enterprise value/NTM EBITDA plus the premium reflected by the average multiple of enterprise value/​NTM EBITDA of the Company over the 10-year period prior to December 13, 2017, as compared to the average median multiple of enterprise value/NTM EBITDA for the selected group of publicly traded companies in the food industry over the same 10-year period, and (iii) the average multiple of enterprise value/NTM EBITDA for the Company over the 3-year period prior to December 13, 2017, all as summarized below under “— Historical Trading Multiples.”

For reference purposes, Goldman Sachs also performed a sensitivity analysis by applying illustrative multiples of enterprise value/NTM EBITDA ranging from 10.0x to 15.0x and illustrative EBITDA amounts reflecting the estimated EBITDA margin for 2017 reflected in the Company Forecasts, EBITDA amounts reflecting the Company realizing 50% of the EBITDA margin improvement reflected in the Company Forecasts for the period between 2017 and 2020 and EBITDA amounts reflecting the Company realizing 100% of the EBITDA margin improvement reflected in the Company Forecasts. Goldman Sachs derived a range of theoretical implied price per share of Company common stock by subtracting the estimated net debt of the Company as of December 31, 2017 as reflected in the Company Forecasts and dividing the result by the estimated fully-diluted shares of Company common stock outstanding on a standalone basis as of December 15, 2017, as provided by Company management. This sensitivity analysis yielded a range of illustrative values per share of Company common stock of  $21.10 to $54.90.

EPS

In addition, using the Company Forecasts, Goldman Sachs derived a range of theoretical future values per share of Company common stock as of December 31, 2019, by applying a range of illustrative multiples of share price/EPS for the next twelve-month period, which is referred to as “NTM EPS,” of 20.1x, to 25.6x to an estimate of the Company’s EPS for the following year, as reflected in the Company Forecasts. Using an illustrative discount rate of 7.2%, Goldman Sachs discounted to present value as of December 13, 2017, the range of theoretical future values per share of Company common stock it derived as of December 31, 2019, together with the estimated dividends per share estimated to be paid from December 13, 2017 through that date as reflected in the Company Forecasts. These calculations yielded a range of illustrative present values per share of Company common stock of  $37.45 to $47.25.

The range of illustrative multiples of share price/NTM EPS of 20.1x to 25.6x applied by Goldman Sachs as described above were derived by Goldman Sachs utilizing its professional judgment and experience, taking into account, among other things, (i) the median multiple of price/NTM EPS for a selected group of publicly traded companies in the food industry, (ii) that median multiple of price/NTM EPS plus the premium reflected by the average multiple of price/NTM EPS of the Company over the 10-year period prior to December 13, 2017, as compared to the average median multiple of share price/​NTM EPS for the selected group of publicly traded companies in the food industry over the same 10-year period, and (iii) the average multiple of price/NTM EPS of the Company over the 3-year period prior to December 13, 2017, all as summarized below under “— Historical Trading Multiples.”

For reference purposes, Goldman Sachs also performed a sensitivity analysis by applying illustrative multiples of share price/NTM EPS ranging from 20.0x to 30.0x and illustrative EPS amounts calculated

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based on the estimated EBITDA margin for 2017 reflected in the Company Forecasts, EPS amounts calculated based on the Company realizing 50% of the EBITDA margin improvement reflected in the Company Forecasts for the period between 2017 and 2020 and EPS amounts calculated based on the Company realizing 100% of the EBITDA margin improvement reflected in the Company Forecasts. This sensitivity analysis yielded a range of illustrative values per share of Company common stock of  $24.20 to $59.20.

Illustrative Discounted Cash Flow Analyses

Using the Company Forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on the Company to derive a range of illustrative present values per share of Company common stock as of September 30, 2017.

Using discount rates ranging from 6.0% to 7.0% (reflecting estimates of the Company’s weighted average cost of capital, derived by application of the capital asset pricing model, which incorporates certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States markets generally) and a mid-year convention, Goldman Sachs derived a range of illustrative enterprise values for the Company as of September 30, 2017, by discounting to present value as of September 30, 2017 (a) the estimates of the unlevered free cash flow to be generated by the Company for the period from October 1, 2017 to December 31, 2020, as reflected in the Company Forecasts, and (b) a range of illustrative terminal values for the Company as of December 31, 2020, calculated by applying perpetuity growth rates ranging from 1.75% to 2.25% to the estimate of the terminal year unlevered free cash flow of the Company as reflected in the Company Forecasts (which analysis implied a range of multiples of enterprise value/terminal year EBITDA of 10.2x to 14.3x). The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Company Forecasts and market expectations regarding long-term real growth of gross domestic product and inflation. For purposes of this analysis, unlevered free cash flow was defined as EBITDA less depreciation and amortization less taxes (applying a 35% tax rate as reflected in the Company Forecasts), plus depreciation and amortization, less increase in net working capital less capital expenditures.

Goldman Sachs subtracted from the range of illustrative enterprise values it derived for the Company the Company’s net debt (defined for this purpose as the Company’s debt plus the Company’s cash payment obligations in respect of its performance share units less cash and minority interest) as of September 30, 2017, to derive a range of illustrative equity values for the Company. Goldman Sachs then divided the range of illustrative equity values by the fully diluted shares of Company common stock outstanding on a standalone basis as of December 15, 2017, calculated using information provided by the Company’s management (and added an illustrative present value per share amount it calculated (using a 5% discount rate) of the tax savings to be derived by the Company based on the Company’s estimated usage of its net operating losses and applying a 35% tax rate as reflected in the Company Forecasts) to derive a range of illustrative present values per share of Company common stock of  $35.05 to $52.25.

Selected Transactions Analysis

Goldman Sachs analyzed certain publicly available information relating to acquisition transactions announced since 2007 involving target companies in the food and beverage industry in which the target company had an implied enterprise value of over $2 billion based on the consideration paid in the applicable transaction.

While none of the target companies in the selected transactions are directly comparable to the Company and none of the selected transactions are directly comparable to the proposed transaction, the target companies in the selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain of the Company’s results, market size and product profile.

Using publically available information, for each of the selected transactions, Goldman Sachs calculated the implied enterprise value of the applicable target company based on the consideration paid in the applicable transaction, as a multiple of the target company’s LTM EBITDA for the last twelve-month period ended prior to announcement of each the applicable transaction. The selected transactions and the implied enterprise value/LTM EBITDA multiples calculated for the transactions are set forth below.

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*

Deal announced, but not completed.

​

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Based on the results of the foregoing calculations and Goldman Sachs’ analyses of the various transactions and its professional judgment and experience, Goldman Sachs applied a range of LTM EBITDA multiples of 12.9x to 18.4x to the Company’s EBITDA for the twelve-month period ended September 30, 2017, as provided by the Company’s management, to derive a range of implied enterprise values for the Company. Goldman Sachs subtracted from this range of implied enterprise values the Company’s net debt (defined for this purpose as the Company’s debt plus the Company’s cash payment obligations in respect of its performance share units less cash and minority interest) as of September 30, 2017 and divided the result by the total number of fully diluted shares of Company common stock outstanding as of December 15, 2017, calculated using information provided by the Company’s management, to derive a range of implied values per share of Company common stock of  $27.05 to $43.00.

Premia Paid Analysis

Goldman Sachs analyzed Thomson Reuters data regarding the premia paid in all cash acquisitions of publicly traded companies in the United States from January 2004 through December 17, 2017 in which the target company had an implied enterprise value of over $5 billion based on the consideration paid in the applicable transaction. With respect to each year, Goldman Sachs reviewed (i) the median premium reflected by the respective prices paid in the transactions to the last closing prices of the target companies’ shares prior to the announcement of the transaction and (ii) the median premium reflected by the respective prices paid in the transactions to the highest closing share price of the target company during the 52-weeks prior to the announcement of the transaction. The following shows a summary of the results of the review:

Based on its review of the foregoing data and its professional judgment and experience, Goldman Sachs applied an illustrative premium of 15.6% to the highest trading price for the shares of Company common stock over the 52-week period ended December 17, 2017 and an illustrative premium of 29.1% to the closing price per share of Company common stock as of December 13, 2017, the last completed trading day before the first reported rumor of a potential acquisition of the Company. This analysis resulted in a range of implied values from $45.55 to $50.90 per share of Company common stock.

Historical Trading Multiples

Goldman Sachs calculated the average multiple of enterprise value/estimated NTM EBITDA of the Company over various periods prior to December 13, 2017, and the average multiple of enterprise value/​NTM EBITDA of the Company as of December 13, 2017, based on the median analyst estimates of EBITDA for the Company as published by I/B/E/S, and the average median multiple of enterprise value/​NTM EBITDA over the same periods, and the median multiple of enterprise value/NTM EBITDA as of December 13, 2017, for a selected group of publicly traded companies in the food industry, based on median analyst estimates of EBITDA for these companies as published by I/B/E/S. Goldman Sachs also calculated the premia reflected by the average multiple of enterprise value/NTM EBITDA for the Company over those periods, and the multiple of enterprise value/NTM EBITDA as of December 13, 2017, compared to the average median multiple of enterprise value/NTM EBITDA over those periods, and the median multiple of enterprise value/NTM EBITDA as of December 13, 2017, for a selected group of publicly traded companies in the food industry.

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The selected group of companies reviewed by Goldman Sachs is listed below:

•

J&J Snack Foods Corp.

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•

Lancaster Colony Corporation

​

•

The Hain Celestial Group, Inc.

​

•

McCormick & Company, Incorporated

​

•

Flowers Foods, Inc.

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•

Pinnacle Foods Inc.

​

•

Post Holdings, Inc.

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•

Conagra Brands, Inc.

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•

Treehouse Foods, Inc.

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•

B&G Foods, Inc.

​

•

The J.M. Smucker Company

​

While none of the selected companies are directly comparable to the Company, the selected companies are companies with operations that, for the purposes of analysis, may be considered similar to certain of the Company’s results, market size and product profile.

A summary of the multiples of enterprise value/NTM EBITDA and premia calculated by Goldman Sachs are set forth in the table below:

Goldman Sachs also calculated the average multiple of share price/estimated NTM EPS of the Company over various periods prior to December 13, 2017, and the multiple of share price/NTM EPS of the Company as of December 13, 2017, based on the median analyst estimates of EPS for the Company as published by I/B/E/S, and the average median multiple of share price/NTM EPS over the same periods, and the median multiple of share price/NTM EPS as of December 13, 2017, for the selected group of publicly traded companies in the food industry, based on median analyst estimates of EPS for these companies as published by I/B/E/S. Goldman Sachs also calculated the premia reflected by the average multiple of share price/NTM EPS for the Company over those periods, and the multiple of share price/NTM EPS for the Company as of December 13, 2017, compared to the average of the median multiple of share price/NTM EPS over those periods, and the median multiple of share price/NTM EPS as of December 13, 2017, for the selected group of publicly traded companies in the food industry.

A summary of the multiples of share price/NTM EPS and premia calculated by Goldman Sachs are set forth in the table below:

General

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of

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all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the Company or the proposed transaction.

Goldman Sachs prepared these analyses for purposes of providing its opinion to the Board as to the fairness from a financial point of view to the holders (other than Campbell and its affiliates) of shares of Company common stock, as of the date of the opinion, of the $50.00 in cash per share to be paid to such holders pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon projections of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The $50.00 in cash per share to be paid to the holders of Company common stock pursuant to the merger agreement was determined through arm’s-length negotiations between the Company and Campbell and was approved by the Board. Goldman Sachs provided advice to the Company during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to the Company or the Board or that any specific amount of consideration constituted the only appropriate consideration for the proposed merger.

As described above, Goldman Sachs’ opinion was one of many factors taken into consideration by the Board in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the delivery of its fairness opinion to the Board and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B to this proxy statement.

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, Campbell, any of their respective affiliates and third parties, or any currency or commodity that may be involved in the proposed transaction. Goldman Sachs has acted as financial advisor to the Company in connection with, and has participated in certain of the negotiations leading to, the proposed transaction. During the two year period ended December 18, 2017, Goldman Sachs has not received compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to the Company or its affiliates. Goldman Sachs has provided certain financial advisory and/or underwriting services to Campbell and/or its affiliates from time to time for which its Investment Banking Division has received, and may receive, compensation, including acting as a dealer in connection with Campbell’s commercial paper program. During the two year period ended December 18, 2017, Goldman Sachs received compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to Campbell or its affiliates of approximately $60,000. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to the Company, Campbell and their respective affiliates for which its Investment Banking Division may receive compensation.

The Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the proposed transaction. Pursuant to an engagement letter between the Company and Goldman Sachs, the Company has agreed to pay Goldman Sachs for its services in connection with the proposed transaction an aggregate fee currently estimated to be approximately $37 million, all of which is contingent upon consummation of the proposed transaction. In addition, the Company agreed to reimburse Goldman Sachs for certain of its expenses, including reasonable attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

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Financing of the Merger

In connection with entering into the merger agreement, Campbell entered into a bridge commitment letter, dated as of December 18, 2017 (referred to in this proxy statement as the “debt commitment letter”), with Credit Suisse Securities (USA) LLC and Credit Suisse AG, Cayman Islands Branch, (which we collectively refer to as the “Commitment Parties”). Pursuant to and subject to the terms of the debt commitment letter, the Commitment Parties committed to provide to Campbell up to $6.2 billion in aggregate principal amount of senior unsecured term loans (the “bridge facility”) in connection with the financing of the amounts payable pursuant to the merger agreement and the transactions contemplated thereby. On December 29, 2017, Campbell, the Commitment Parties and the lenders party thereto entered into a $1.2 billion unsecured term loan (the “term loans”) facility contemplated by the debt commitment letter, resulting in a corresponding, permanent reduction to the commitments with respect to the bridge facility. The proceeds of the term loans will be used to fund a portion of the amounts payable pursuant to the merger agreement and the transactions contemplated thereby. The remaining portion of the bridge facility is anticipated to be replaced or refinanced by Campbell’s issuance of senior unsecured notes through a public offering or in a private placement (the “senior notes”). The senior notes and the term loans are collectively referred to in this proxy statement as the “permanent financing”.

We have agreed to use our commercially reasonable efforts, and to cause our subsidiaries and our representatives to use commercially reasonable efforts, to cooperate with Campbell as necessary and customary in connection with Campbell’s efforts to arrange the financing contemplated by the debt commitment letter or any permanent financing. The merger agreement provides, however, that obtaining the financing contemplated by the debt commitment letter or any permanent financing is not a condition to Campbell’s or Merger Sub’s obligations to close the merger. For more information, see “The Merger Agreement — Financing of the Merger.”

Interests of Directors and Executive Officers in the Merger

In considering the recommendations of our Board with respect to the merger, our shareholders should be aware that the directors and executive officers of the Company have certain interests, including financial interests, in the merger that may be different from, or in addition to, the interests of Company shareholders generally. Our Board was aware of these interests and considered them, among other matters, in approving the merger agreement, and in making its recommendation that Company shareholders approve the merger agreement. See the section entitled “Approval of the Merger Agreement — Background of the Merger” and the section entitled “Approval of the Merger Agreement — Reasons for the Merger; Recommendation of Our Board.” These interests are described in more detail below, and certain of them are quantified in the narrative and the table below.

Directors and Executive Officers

Our directors and executive officers as of the date hereof are:

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Effective as of the completion of the merger, our current Board will be replaced by the board of directors of Merger Sub, and our executive officers at the effective time of the merger will be replaced with the executive officers of Merger Sub. Like all other holders of shares of our common stock, our directors and executive officers will be entitled to receive $50.00 per share in cash for each of their shares of our common stock.

Treatment of Company Equity, Cash and Annual Bonus Awards

Options.   At the effective time of the merger, each option that is outstanding immediately prior to the effective time of the merger, shall vest in accordance with the terms applicable to the option such that (i) all time-vesting options shall fully vest (to the extent unvested) and (ii) all performance-vesting options granted under the Company’s 2017 Enterprise Incentive Plan shall vest based on the actual level of performance for the quarter ending on or before the effective time, pro-rated as agreed upon by the parties in the merger agreement. Each option that is outstanding and vested as of the effective time will be cancelled in exchange for a lump-sum cash payment equal to the product of  (1) the number of shares of common stock for which such option has not been exercised and (2) the excess, if any, of the merger consideration of  $50.00 per share over the exercise price per share of such option, less any required tax withholding. Each option with an exercise price equal to or greater than the merger consideration will be cancelled immediately prior to the effective time of the merger without payment of any consideration.

Restricted Stock.   At the effective time of the merger, each share of restricted stock (including performance-based restricted stock awards) that is outstanding immediately prior to the effective time of the merger, shall vest (to the extent unvested), such that (i) all time-based restrictions will lapse in accordance with applicable terms and conditions of such restricted stock award and (ii) all performance-based vesting restricted stock awards granted under the Company’s 2017 Enterprise Incentive Plan shall vest and be payable based on the actual level of performance for the quarter ending on or before the effective time and pro-rated as agreed upon by the parties in the merger agreement. Upon such vesting, each share of common stock underlying each restricted stock award shall be treated as common stock for purposes of the merger agreement, including as to any required tax withholding.

Restricted Stock Units.   At the effective time of the merger, each restricted stock unit (including performance-based restricted stock unit grants) that is outstanding immediately prior to the effective time of the merger, shall vest (to the extent unvested), in accordance with the terms and conditions applicable to such restricted stock unit such that (i) all time-vesting restricted stock units shall fully vest (to the extent unvested) and all time-vesting restrictions shall lapse and (ii) all performance-vesting restricted stock units shall vest and be payable assuming all performance-vesting conditions have been satisfied at the target level of performance, pro-rated based on the number of days in the performance period preceding the closing date. All restricted stock units outstanding as of the effective time shall be cancelled and in exchange for each restricted stock unit, each holder thereof as of the effective time shall be entitled to receive a cash payment, subject to any required tax withholding, equal to the product of  (1) the merger consideration of $50.00 per share multiplied by (2) the number of shares of common stock subject to such restricted stock unit.

2012 Associate Stock Purchase Plan.   Effective upon the first purchase date following the date of the merger agreement but subsequent to the exercise of purchase rights on such purchase date (in accordance with the terms of the ASPP), our Board has terminated the ASPP in accordance with the covenants in the merger agreement.

Cash Performance Awards.   At the effective time of the merger, each cash performance award granted pursuant to the Company’s 2015, 2016 or 2017 Long-Term Performance Incentive Plan for Officers and Key Managers (“LTIP”) that is outstanding as of the date of the merger agreement shall vest pro-rata based on the portion of the performance period that occurs prior to the closing date and all performance-based

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vesting conditions shall be deemed to have been satisfied at the greater of target or actual level of performance as of immediately prior to the effective time, and each cash performance award granted under the Company’s 2017 Enterprise Incentive Plan that was outstanding as of the date of the merger agreement and remains outstanding as of the effective time shall vest and be payable based on the actual level of performance for the quarter ending on or before the effective time, pro-rated as agreed upon by the parties in the merger agreement. In exchange for cancellation of each such cash performance award, each holder thereof as of the effective time shall be entitled to receive an amount in cash, without interest, equal to such cash performance award, less any required tax withholding.

Annual Bonus Awards.   Campbell will pay each participant in the Company’s 2018 annual cash incentive plan who is employed by the Company on the closing date of the merger the pro-rated amount of each such participant’s target incentive opportunity no later than 30 days following the closing date.

Quantification of Payments.   For an estimate of the amounts that would be payable to each of the Company’s named executive officers on settlement of their unvested Company equity and cash performance awards, see “— Quantification of Payments and Benefits to the Company’s Named Executive Officers” below. The estimated aggregate amount that would be payable to the Company’s one executive officer who is not a named executive officer in settlement of her unvested equity-based awards and cash performance awards if the effective time occurred on January 10, 2018 is $656,666. We estimate that the aggregate amount that would be payable to the Company’s ten non-employee directors for their unvested Company equity-based awards if the effective time occurred on January 10, 2018 is $2,018,333.

Snyder’s-Lance Executive Severance Arrangements

The Company’s executive officers listed below have each entered into executive severance agreements with the Company, which pay out severance and related benefits in the event of  (i) an involuntary termination without cause or (ii) a voluntary termination for good reason, and, except for executive officers Driscoll and Wicklund, provide for enhanced severance and benefits if the termination of employment occurs after the occurrence of a change-in-control such as the merger.

Under the executive severance agreements, executive officers Driscoll, Frohning, Maples, Pease, Sharps Myers and Wicklund are entitled to the following benefits in the event of a qualifying termination of employment following the merger:

•

accrued compensation, which includes any accrued and unpaid base salary and vacation pay, and unreimbursed business expenses;

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•

(i) for Mr. Driscoll, payment of two times his base salary, (ii) for Mr. Pease, payment of two times the sum of his base salary and target bonus, (iii) for executive officers Frohning, Maples, and Sharps Myers, payment of 1.5 times the sum of their base salary and target bonus, and (iv) for Ms. Wicklund, payment of one times the sum of her base salary and target bonus;

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•

a pro-rated annual bonus for the year of termination, except for Mr. Driscoll who is eligible for a full bonus for the year of termination (note that for any termination occurring in 2018, this amount may be offset by the amount of the 2018 pro-rated target annual bonus paid at closing);

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•

retention of a pro-rated portion of any outstanding performance awards under the long-term performance program;

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indemnification of the executive from any claims asserted against the executive arising out of the prior performance of duties;

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•

except for Mr. Driscoll and Ms. Wicklund, outplacement services for up to one year, at a maximum cost of 10% of the officer’s base salary;

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unexercised options remain exercisable for at least one year following the date of termination (but not longer than the original option term); and

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•

reimbursement of the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”) premiums for up to one year, except Ms. Wicklund receives no such reimbursement, and Mr. Driscoll receives two years of reimbursements.

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Payments and benefits under the executive severance agreements are subject to the applicable executive officer’s execution and non-revocation of a general release of claims in favor of the Company. Payments and benefits under the executive severance agreements will be reduced so that no portion of such payments and benefits are subject to the excise tax under Section 4999 of the Code, unless the applicable officer would be better off on an after-tax basis receiving all such payments and benefits.

In consideration of the payments and benefits under the executive severance agreements, such agreements include restrictive covenants in the Company’s favor, including post-termination restrictions on competitive activities and solicitation of Company clients and employees for either twelve or eighteen months, as well as customary confidentiality covenants during the three year period which immediately follows the termination date, except that Mr. Driscoll’s post-termination restrictions on competitive activities and solicitation of Company clients and employees lasts for twenty-four months following termination and his confidentiality covenant lasts for perpetual duration.

For an estimate of the value of the payments and benefits described above that are payable to the Company’s named executive officers upon a termination event described above, see “— Quantification of Payments and Benefits to the Company’s Named Executive Officers” below. The estimated aggregate amount that would be payable to the Company’s one executive officer who is not a named executive officer upon a termination event described above, assuming the termination occurred on January 10, 2018, is $420,219.

Other Severance Arrangements

Carl Lee’s Retirement Agreement.   Mr. Lee retired as chief executive officer from the Company effective April 11, 2017. As part of his separation, Mr. Lee and the Company entered into that certain Retirement Agreement and General Release, dated April 14, 2017, that provided Mr. Lee with certain benefits, including severance pursuant to his executive severance agreement, as well as certain equity vesting and option exercise rights. Pursuant to that Retirement Agreement and General Release, Mr. Lee has outstanding equity and long-term cash performance awards that may be affected by the merger; for an estimate of the value of what might be affected by the merger, see “— Quantification of Payments and Benefits to the Company’s Named Executive Officers” below.

Snyder’s Lance Deferred Compensation Plan For Non-Employee Directors

The Company sponsors a non-employee directors deferred compensation plan, which provides a method for non-employee directors to elect to defer all or a portion of their annual award of restricted stock units under the Company’s 2014 Director Stock Plan. Seven of the Company’s non-employee directors have deferred restricted stock units under this plan, including Mr. Atkins, Mr. Denton, Mr. Jackson, Mr. Johnston, Mr. Swander, Mr. Tidwell, and Ms. Warehime. At the effective time of the merger, the non-employee directors deferred compensation plan will be terminated and all unvested restricted stock units outstanding as of the effective time shall vest and all restricted stock units outstanding will be cancelled and in exchange for each restricted stock unit, each holder thereof as of the effective time shall be entitled to receive a cash payment, subject to any required tax withholding, equal to the product of (i) the merger consideration of  $50.00 per share multiplied by (ii) the number of shares of the Company’s common stock subject to such restricted stock unit.

We estimate that the aggregate amount that would be payable to the Company’s seven non-employee directors for the vested Company equity-based awards that will be cancelled and exchanged for a cash payment if the effective time occurred on January 10, 2018 is $2,499,268.

Snyder’s-Lance Executive Repayment Arrangements

The Company’s executive officers listed below have entered into repayment agreements with the Company (the “Repayment Agreements”), which accelerated payments into 2017 that were otherwise expected to be paid prior to the effective time of the merger or as a consequence of the merger. Such accelerated payments are subject to a repayment obligation under certain circumstances.

Payments made under the Repayment Agreements were the following:

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a 2017 annual bonus award paid at 27% payout (the expected achievement based on then-current projections);

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•

any outstanding cash performance award pursuant to the 2015 LTIP paid in full (the expected achievement based on then-current projections); and

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•

any outstanding cash performance awards pursuant to the 2016 and 2017 LTIP paid at target performance and pro-rated through an assumed merger date of April 1, 2018.

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As indicated above, payments made pursuant to the Repayment Agreements are subject to repayment obligations in favor of the Company, including (i) repayment of any amount to account for reduced actual performance of a performance-based award (except to the extent such award is paid out pursuant to the consummation of the merger), (ii) repayment of any amount that would not have otherwise yet been received if the merger is cancelled, and (iii) repayment of any amount not otherwise due in the event that the payee’s employment with the Company terminates (whether by action of the Company or the payee) prior to the consummation of the merger.

The table below sets forth the amount of payments under the Repayment Agreements that each of the Company’s named executive officers received as accelerated payments in 2017 and that are subject to repayment under the circumstances set forth in the Repayment Agreements.

*

These amounts are also included in the Golden Parachute Compensation Table on page 58. The amounts in such Golden Parachute Compensation Table may differ due to the assumed closing date of January 10, 2018.

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New Arrangements with Snyder’s-Lance Executive Officers

Subsequent to the execution and delivery of the merger agreement, there have been discussions between Campbell and certain of the Snyder’s-Lance executive officers regarding post-closing roles for such executive officers within the Campbell organization. No such discussions took place prior to the execution of the merger agreement. While Campbell may enter into new agreements with those individuals, at this time there is no assurance that those discussions will result in any new agreements with Campbell or, if so, what the terms and conditions of any such agreements would be.

Insurance and Indemnification of Directors and Executive Officers

Campbell will, and will cause the surviving corporation to, indemnify, defend and hold harmless the present and former officers and directors of the Company and each of its subsidiaries (“indemnitees”), in respect of  (i) the fact that such person was a director or officer of the Company or its subsidiaries or served in certain positions at the request of the Company or its subsidiaries (ii) matters existing or occurring prior to the effective date, including the merger agreement and the contemplated merger, and (iii) certain acts or omissions occurring at or prior to the effective time of the merger, against any resulting losses, claims, damages, costs, expenses (including attorneys’ fees and disbursements), fines, liabilities, judgments and amounts that are paid in settlement, if such indemnitee is or is threatened to be made a party to any actual or threatened claim, in each case to the same extent as the indemnitees are indemnified as of the date of the merger agreement by the Company pursuant to applicable law, the Company’s and its subsidiaries’ organizational documents and indemnification agreements in existence as of the date of the merger agreement. The surviving corporation will, and Campbell will cause the surviving corporation and its subsidiaries to, fulfill and honor the obligations of the Company and its subsidiaries in certain indemnification agreements agreed to by the parties to the merger agreement.

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Additionally, the surviving corporation and its subsidiaries will maintain provisions in its certificate of incorporation and bylaws or equivalent organizational documents which provide for indemnification, advancement of expenses and exculpation at least as favorable as such provisions in such Company documents as of the date of the merger agreement for indemnitees, from the effective time through the date that is six years after the effective time, and will not modify such provisions in any manner that could adversely affect the rights of the indemnitees.

Prior to the effective time of the merger, we may purchase, and if we do not purchase then Campbell will cause the surviving corporation to purchase, a six year prepaid “tail” policy of directors and officers liability insurance to cover claims related any period of time at or prior to the effective time of the merger, with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under our existing policies, and in each case regarding any matter existing or occurring at or prior to the effective time. If the aggregate annual cost of such insurance coverage exceeds 300% of the current annual premium paid by the Company, the surviving corporation must instead obtain a directors’ and officers’ tail policy with the greatest coverage available for an aggregate annual cost of 300% of the current annual premium.

Quantification of Payments and Benefits to the Company’s Named Executive Officers

The table below sets forth the amount of payments and benefits that each of the Company’s named executive officers would receive in connection with the merger, assuming that the merger was consummated and each such executive officer experienced a qualifying termination on January 10, 2018. The amounts below are determined using the merger consideration per share of Company common stock of  $50.00, and are based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table. As a result of the foregoing assumptions, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below. The table below does not include compensation that is contingent upon services provided to Campbell following the effective time, including under any employment arrangements that may become effective as of the closing of the merger.

Golden Parachute Compensation

(1)

The cash payments payable to Mr. Driscoll consist of  (a) a severance payment of two times his base salary and (b) an additional lump sum payment of his full annual bonus. The cash payments to all other named executive officers consist of  (i) a severance payment in an amount equal to 1.5 (2.0, in the case of Mr. Pease) times the sum of their annual base salary and target bonus; (ii) pro-rated LTIP cash performance awards; and (iii) a pro-rated 2018 annual bonus. Severance payments and annual bonuses are “double-trigger” (i.e., payable upon a qualifying termination following the occurrence of a change in control). The LTIP cash performance awards are “single trigger” (paid upon the occurrence of a change in control). LTIP cash performance awards will be pro-rated for each day of the performance period prior to the closing date and settled at the effective time. Set forth in a table below are the separate values of each of the payments described above. The Company intends to pay the 2017 annual bonus prior to the effective time of the merger. As noted in “— Snyder’s-Lance Executive Repayment Arrangements” above, the 2017 bonuses were paid in 2017 to each of the named executive officers other than Mr. Driscoll (and Mr. Lee who is not eligible for a bonus). Mr. Driscoll’s 2017 bonus is expected to be $243,000, based on a 27% of target expected payout, which amount is not included in the table above.

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(i)

Severance, which is only provided in the event of a qualifying termination, is paid in monthly installments for a period of one year (two years in the case of Mr. Driscoll).

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(ii)

LTIP cash performance awards in the table are pro-rated for each day of the performance period prior to the closing date based on an assumed closing date of January 10, 2018 (2015 LTIP awards are not pro-rated, 2016 LTIP awards are pro-rated at 68%, 2017 LTIP awards are pro-rated at 34%).

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(iii)

As part of their executive severance agreements, the named executive officers are entitled to a prorated portion of their annual bonus for the year of termination, except that Mr. Driscoll is eligible for his full bonus. Such severance bonus amounts are paid in a single lump sum when annual bonuses are normally paid. This is a “double-trigger” payment. For any termination occurring in 2018, this prorated annual bonus amount will be offset by the amount of the target annual bonus paid at closing pursuant to the merger agreement (as single-trigger payment). The amounts in the table reflect target bonus amounts and an effective time of the merger and termination of employment as of January 10, 2018.

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(2)

As described above, all unvested Company equity-based awards held by the named executive officers will be settled in cash at the effective time (i.e., “single-trigger” vesting). Set forth in a table below are the values of each type of vested and unvested equity-based award that would be payable upon the effective time, based on the merger consideration per share of Company common stock of  $50.00 and less the applicable exercise price in the case of options.

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(i)

All unvested options, other than options granted under the Company’s 2017 Enterprise Incentive Plan, will fully vest at the effective time. All performance-vesting options granted under the Company’s 2017 Enterprise Incentive Plan shall vest based on the actual level of performance for the quarter ending on or before the effective time, and are then pro-rated at 30% of the award if closing occurs in the first quarter of 2018 (the pro-ration level used for the table) or pro-rated at 40% if closing occurs in the second quarter of 2018.

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(ii)

All unvested restricted stock, other than 2017 Enterprise Incentive Plan restricted stock awards, will vest and be treated as common stock. Restricted stock awards under the Company’s 2017 Enterprise Incentive Plan shall vest based on the actual level of performance for the quarter ending on or before the effective time, and are then pro-rated at 30% of the award if closing occurs in the first quarter of 2018 (the pro-ration level used for the table) or pro-rated at 40% if closing occurs in the second quarter of 2018.

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(iii)

Reflects Mr. Driscoll’s vested restricted stock units held in the non-employee directors deferred compensation plan from his time as a non-employee director.

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(iv)

All time-vesting restricted stock units will fully vest. Performance-vesting restricted stock units will vest based on target performance and shall then be pro-rated for each day of the performance period prior to the closing date. Performance-vesting restricted stock units in the table are pro-rated based on an assumed closing date of January 10, 2018 (2015 LTIP awards are not pro-rated, 2016 LTIP awards are pro-rated at 68%, 2017 LTIP awards are pro-rated at 34%).

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(3)

The amount in the table equals the estimated value of COBRA premium reimbursement for up to one year (two years in the case of Mr. Driscoll) and except for Mr. Driscoll, outplacement services for up to one year following a qualifying termination. All such benefits are “double-trigger.”

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(4)

Mr. Lee retired as Chief Executive Officer of the Company effective April 11, 2017. He is not entitled to any compensatory payments in connection with the merger, other than the settlement of outstanding long-term cash performance awards and equity.

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Voting Agreement

On December 18, 2017, the Warehime Holders entered into a voting agreement with Campbell, pursuant to which the Warehime Holders agreed, among other things, among other things, to vote the shares of Company common stock over which they have voting power in favor of the approval of the merger agreement and the transactions contemplated thereby, including the merger, against acquisition proposals or superior proposals (as described in the section of this proxy statement entitled “The Merger Agreement — No Solicitation of Acquisition Proposals”), and against any other action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation of the Company under the merger agreement, result in any of the conditions to the consummation of the merger under the merger agreement not being fulfilled, or interfere with, delay or adversely affect the merger and the other transactions contemplated by the merger agreement. The voting agreement also contains certain restrictions on the transfer of shares of Company common stock by the Warehime Holders and prohibits the Warehime Holders from soliciting, initiating, or recommending any alternative acquisition proposals. Additionally, each Warehime Holder has granted Campbell an irrevocable proxy to vote the shares of Company common stock held by such Warehime Holder in favor of the approval of the merger agreement and against any alternative acquisition proposal. The voting agreement will terminate upon the earlier of the effective time of the merger, the termination of the merger agreement, written agreement between Campbell and the Warehime Holders and any amendment, waiver or other change to any provision of the merger agreement, as in effect on the date of the merger agreement, that is materially adverse to the Warehime Holders from a financial point of view or would materially delay or materially impede the ability of the parties to the merger agreement to consummate the transactions contemplated by the merger agreement. As of December 15, 2017, the shares covered by the voting agreement include 12,851,757 shares of Company common stock, which represented approximately 13.2% of the total outstanding shares of Company common stock on such date.

The foregoing description of the voting agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such voting agreement, which is attached hereto as Exhibit A to the merger agreement attached as Annex A to this proxy statement, which you should read in its entirety.

Material U.S. Federal Income Tax Consequences

U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of the U.S. federal income tax consequences of the merger that are relevant to holders of shares of our common stock whose shares are converted into the right to receive cash pursuant to the merger. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service, which we refer to as the IRS, and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations, possibly with retroactive effect. This discussion is limited to holders who hold their shares of our common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment).

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This summary does not describe any of the tax consequences arising under the laws of any state, local or foreign tax jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation (e.g., estate, gift or the Medicare net investment income surtax). We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding tax consequences of the merger. For purposes of this discussion, a “holder” means either a U.S. Holder or a Non-U.S. Holder (each as defined below) or both, as the context may require.

This discussion is for general information only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances. In addition, it does not address consequences relevant to holders subject to special rules, including, without limitation:

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banks, insurance companies and other financial institutions;

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•

persons subject to the alternative minimum tax;

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•

tax-exempt organizations or governmental organizations;

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•

S corporations, partnerships or any other entities or arrangements treated as partnerships or pass-through entities for U.S. federal income tax purposes (and investors therein);

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•

regulated investment companies, mutual funds or real estate investment trusts;

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•

persons who own an equity interest, actually or constructively, in Campbell or the surviving corporation following the merger;

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•

dealers in stocks and securities;

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•

traders in securities that elect to use the mark-to-market method of accounting for their securities;

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•

U.S. expatriates and former citizens or long-term residents of the United States;

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•

persons holding the shares as part of a hedging, constructive sale or conversion, straddle or other risk reducing transaction;

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•

persons deemed to sell our common stock under the constructive sale provisions of the Code;

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•

persons that received their shares of our common stock in a compensatory transaction pursuant to the exercise of employee options or otherwise; or

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•

U.S. Holders whose “functional currency” is not the U.S. dollar.

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If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of our common stock, the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding the shares of our common stock and partners therein should consult their tax advisors regarding the consequences of the merger.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE TO ANY SHAREHOLDER. YOU SHOULD CONSULT YOUR TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION.

U.S. Holders

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of our common stock who or that is for U.S. federal income tax purposes:

•

An individual who is a citizen or resident of the United States;

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•

A corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

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•

An estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

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•

A trust (i) that is subject to the primary supervision of a court within the United States and one or more United States persons, as defined in section 7701(a)(30) of the Code, have authority to control all substantial decisions of the trust or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a United States person for U.S. federal income tax purposes.

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The receipt of cash by a U.S. Holder in exchange for shares of our common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received by such U.S. Holder (determined before the deduction of any applicable withholding taxes, as described below in the section titled “— Information Reporting and Backup Withholding”) and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the merger. If a U.S. Holder acquired different blocks of our common stock at different times or at different prices, such U.S. Holder must determine gain or loss separately for each block of shares exchanged for cash pursuant to the merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares. Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the completion of the merger. A preferential tax rate on capital gain generally will apply to long-term capital gain of certain non-corporate U.S. Holders. There are limitations on the deductibility of capital losses.

Non-U.S. Holders

For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of shares of our common stock who or that is neither a U.S. Holder nor a partnership (or an entity taxable as a partnership) for U.S. federal income tax purposes.

Special rules not discussed below may apply to certain Non-U.S. Holders subject to special tax treatment such as “controlled foreign corporations” or “passive foreign investment companies.” Non-U.S.Holders should consult their own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them in light of their particular circumstances.

Any gain realized by a Non-U.S. Holder pursuant to the merger generally will not be subject to U.S.federal income tax unless:

•

The gain is effectively connected with a trade or business of such Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States), in which case such gain generally will be subject to U.S. federal income tax on a net income basis at graduated rates generally applicable to U.S. persons, and, if the Non-U.S. Holder is a corporation, such gain may also be subject to the branch profits tax at a rate of 30% (or a lower rate under an applicable tax treaty); or

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•

Such Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of the merger, and certain other specified conditions are met, in which case such gain will generally be subject to U.S. federal income tax at a rate of 30% (or a lower rate under an applicable tax treaty), but may be offset by certain U.S. source capital losses of the Non-U.S.Holder (even though the individual is not considered a resident of the United States), provided that the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

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•

The Company is or has been a “United States real property holding corporation” as such term is defined in Section 897(c) of the Code, which we refer to as a “USRPHC,” at any time within the shorter of the five-year period preceding the merger or such Non-U.S. Holder’s holding period with respect to the applicable shares of common stock, which we refer to as the “relevant period,” and, if shares of common stock are regularly traded on an established securities market (within the meaning of Section 897(c)(3) of the Code), such Non-U.S. Holder owns directly or is deemed

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to own pursuant to attribution rules more than 5% of our common stock at any time during the relevant period, in which case such gain will be subject to U.S. federal income tax at rates generally applicable to U.S. persons, except that the branch profits tax will not apply. The Company believes that it is not, and has not been, a USRPHC at any time during the five-year period preceding the merger.

Information Reporting and Backup Withholding

Information reporting and backup withholding may apply to the proceeds received by a holder pursuant to the merger. Backup withholding generally will not apply to (1) a U.S. Holder who furnishes an accurate taxpayer identification number and certifies that such U.S. Holder is not subject to backup withholding (generally on an IRS Form W-9), or otherwise establishes a basis for exemption from backup withholding, or (2) a Non-U.S. Holder who furnishes the required certification as to their non-U.S. status, such as by providing a valid IRS Form W-8BEN (or W-8BEN-E) or IRS Form W-8ECI, or otherwise establishes an exemption. Amounts withheld, if any, under the backup withholding rules are not an additional tax and may be refunded or credited against the holder’s federal income tax liability, provided that the required information is timely furnished to the IRS. Copies of information returns that are filed with the IRS may be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which a Non-U.S. Holder resides or is established.

Delisting and Deregistration of Our Common Stock

If the merger is completed, our common stock will be delisted from the NASDAQ Global Select Market and deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC on account of our common stock.

If our shareholders do not approve the merger agreement or if the merger is not completed for any other reason, our shareholders will not receive any payment for their shares in connection with the merger. Instead, we will remain an independent public company and our common stock will continue to be listed and traded on the NASDAQ Global Select Market, so long as we continue to meet the applicable listing requirements.

Governmental and Regulatory Approvals

Under the HSR Act and the rules promulgated thereunder, Campbell and the Company cannot complete the merger until they notify and furnish information to the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, and statutory waiting period requirements are satisfied. Campbell and the Company filed the notification and report forms under the HSR Act with the U.S. Federal Trade Commission and the Antitrust Division on January 3, 2018 and received the termination of the waiting period effective as of February 2, 2018.

Litigation Relating to the Merger

Four putative shareholder class actions have been filed against the Company in the United States District Court for the Western District of North Carolina. The complaints in all four lawsuits assert claims under Sections 14(a) and 20(a) of the Exchange Act and SEC Rule 14a-9 in connection with the disclosures contained in the preliminary proxy statement filed by the Company on January 17, 2018.

On January 25, 2018, a purported shareholder filed a putative class action, captioned David B. Shaev Profit Sharing Account v. Snyder’s-Lance, Inc., et al, Case No. 3:18-cv-00039 (W.D.N.C.). The complaint names the Company and the directors of the Company as defendants.

On January 29, 2018, another purported shareholder filed a putative class action, captioned Sciabucchi v. Snyder’s-Lance, Inc. et al, Case No. 3:18-cv-00049 (W.D.N.C.). The complaint names the Company, the directors of the Company, Campbell, and Merger Sub as defendants.

On January 30, 2018, another purported shareholder filed a putative class action, captioned Kendall v. Snyder’s-Lance, Inc. et al, Case No. 3:18-cv-00051 (W.D.N.C.). The complaint names the Company and the directors of the Company as defendants.

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On January 31, 2018, another purported shareholder filed a putative class action, captioned Daniel v. Snyder’s-Lance, Inc., et al, Case No. 3:18-cv-00058 (W.D.N.C.). The complaint names the Company and the directors of the Company as defendants.

The complaints seek equitable and injunctive relief, including an injunction enjoining the consummation of the proposed merger, rescission of the transaction if it is consummated, rescissory damages for the putative shareholder class, and costs and attorneys’ fees for the plaintiffs.

The Company believes the claims in each of these complaints are without merit. However, at this time it is not possible to predict the outcome of these matters or their effects on the Company or the proposed merger. A preliminary injunction could delay or jeopardize the completion of the merger, and an adverse judgment granting permanent injunctive relief could indefinitely enjoin completion of the merger. An adverse judgment for monetary damages could have an adverse effect on the Company.

Anticipated Closing of the Merger

We intend to complete the closing of the merger promptly after all of the conditions to consummation of the merger are satisfied or waived, including the approval of the merger agreement by our shareholders and the absence of any injunctions to the merger. We currently expect the merger to be completed in the first half of calendar 2018, although we cannot assure completion by any particular date, if at all. We will issue a press release and letters of transmittal for your use once the merger has been completed.

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THE MERGER AGREEMENT

The following summary describes certain material provisions of the merger agreement. This summary is not complete and is qualified in its entirety by reference to the complete text of the merger agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. We urge you to read carefully the merger agreement in its entirety because this summary may not contain all the information about the merger agreement that is important to you.

The merger agreement and the following description have been included to provide you with information regarding the terms of the merger agreement. It is not intended to provide any other factual information about the Company or Campbell. Such information can be found elsewhere in this proxy statement and in the other public filings we and Campbell make with the SEC, which are available, without charge, at https://www.sec.gov.

The representations and warranties described below and included in the merger agreement were made for the purposes of the merger agreement by Company and Campbell to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the merger agreement and may be subject to important qualifications and limitations agreed to by Company and Campbell in connection with negotiating the terms of that agreement. Moreover, the representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to shareholders, or may have been made for the purpose of allocating risk between Company and Campbell rather than establishing the matters addressed by such representations and warranties as facts. The merger agreement is described in this proxy statement and included as Annex A only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding Company and Campbell or their respective businesses.

The Merger

Subject to the terms and conditions of the merger agreement and in accordance with North Carolina law, at the effective time of the merger, Merger Sub, an indirect wholly owned subsidiary of Campbell and a party to the merger agreement, will merge with and into us. We will survive the merger as an indirect wholly owned subsidiary of Campbell, and the separate corporate existence of Merger Sub will cease.

Effective Time; Closing

The merger will become effective upon the filing of articles of merger with the Secretary of State of the State of North Carolina or at such later time as is agreed upon by Campbell and us and specified in the articles of merger. The filing of the articles of merger will occur as soon as practicable on the date of closing, which will take place on the third business day after satisfaction or waiver of the conditions to the closing of the merger set forth in the merger agreement and described in this proxy statement, or at such other time as is agreed upon by Campbell and us. Although we expect to complete the merger as soon as possible following the special meeting of our shareholders (if our shareholders approve the merger agreement), we cannot specify when or assure that we and Campbell will satisfy or waive all of the conditions to the closing of the merger. See “— Conditions to the Closing of the Merger” beginning on page 78.

Merger Consideration

As a result of the merger, our holders of common stock will be entitled to receive $50.00 in cash, without interest and less any applicable withholding taxes, for each share of our common stock they own as of the effective time of the merger.

As a result of the merger, outstanding Company equity awards will be cancelled and converted into a right to receive a cash payment at the effective time of the merger, as described in “— Treatment of Equity Awards” below.

Appraisal Rights

In accordance with Section 55-13-02 of the NCBCA, the shareholders of the Company are not entitled to assert appraisal rights in connection with the merger.

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Treatment of Equity Awards

The merger agreement provides that outstanding equity-based awards under our equity plans will be treated as set forth below.

Treatment of Options.   At the effective time, each option to purchase shares of Company common stock outstanding immediately prior to the effective time, whether vested or unvested, will vest in accordance with the terms and conditions applicable to the option such that (i) all time-vesting options will fully vest (to the extent unvested) and (ii) all performance-vesting options granted under our 2017 Enterprise Incentive Plan will vest based on the actual level of performance for the quarter ending on or before the effective time, pro-rated based on the proration schedule set forth in the disclosure schedule to the merger agreement. Each option that is outstanding as of the effective time will be cancelled and terminated and converted into the right to receive an amount in cash, without interest and less any applicable withholding taxes, determined by multiplying the aggregate number of share of the company’s common stock subject to the option by the excess, if any, of the merger consideration over the applicable exercise price per share of such company option by the number of shares of the Company’s common stock subject to such company option.

Treatment of Restricted Stock.   At the effective time, each award of outstanding restricted stock will be vest such that (i) all time-based restrictions will lapse in accordance with the restricted stock award’s applicable terms and conditions and (ii) all performance-vesting restricted stock awards granted under our 2017 Enterprise Incentive Plan will vest based on the actual level of performance for the quarter ending on or before the effective time, pro-rated based on the proration schedule set forth in the disclosure schedule to the merger agreement.

Treatment of Restricted Stock Units.   At the effective time, each Company restricted stock unit outstanding immediately prior to the effective time, whether vested or unvested, will vest, all time-based restrictions will lapse and all performance-based conditions will be deemed to have been satisfied at the target level of performance, pro-rated based on the number of days in the performance period preceding the closing date. Each company restricted stock unit will be cancelled and converted into the right to receive an amount in cash, without interest and less any applicable withholding taxes, determined by multiplying the merger consideration by the number of shares of the Company’s common stock subject to such company restricted stock unit.

Treatment of Purchase Rights under 2012 Associate Stock Purchase Plan.   Our Board, or any committee thereof administering the ASPP, will take any action required so that (i) participation in the ASPP shall be limited to those employees who are participants on the date of the merger agreement, (ii) participants may not increase their payroll deduction elections or rate of contributions from those in effect on the date of the merger agreement, and (iii) the ASPP shall terminate, effective upon the first purchase date following the date of the merger agreement, but subsequent to the exercise of purchase rights on such purchase date (in accordance with the terms of the ASPP).

Surrender of Stock Certificates; Payment of Merger Consideration; Lost Certificates

Prior to the effective time of the merger, Campbell and Merger Sub will enter into a written agreement with a paying agent reasonably acceptable to the Company relating to the services to be performed by the paying agent to act as agent for the holders of Company common stock in connection with the merger. Prior to the effective time, Campbell will deposit, or cause to be deposited, with the paying agent, separate and apart from the paying agent’s other funds, for the benefit of record holders of Company common stock, cash in an amount sufficient for the paying agent to make all payments which such holders are entitled to receive in accordance with the merger agreement.

Promptly after the effective time of the merger and in any event no later than the third business day following the effective time, the surviving corporation will cause to be mailed to each person who was a holder of record of a certificate or certificates of Company common stock immediately prior to the effective time of the merger a letter of transmittal containing instructions for exchanging certificates representing such shares of our common stock. Upon surrender to the paying agent of any such certificate representing Company common stock, together with a properly completed letter of transmittal, the paying

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agent shall issue and deliver to the holder of any such certificate, by check or wire transfer (as specified in the letter of transmittal), the merger consideration of  $50.00 in cash, less any applicable withholding taxes, for each share of our common stock represented by such certificate.

Promptly after the effective time and in any event not later than the third business day following the effective time, the paying agent shall issue and deliver to each holder, as of the effective time, of book-entry shares, which have converted into the right to receive the merger consideration with respect thereto, a check or wire transfer for the merger consideration of  $50.00 in cash, less any applicable withholding taxes, without such holder being required to deliver a certificate or an executed letter of transmittal to the paying agent.

No interest will be paid or accrued for the benefit of the holders of Company common stock, whether in certificated or book-entry form, on the merger consideration payable in respect thereof. The cash paid upon surrender of any such certificate will be deemed to have been paid in full satisfaction of all rights pertaining to the shares of our common stock formerly represented by such certificate.

In the event of a transfer of ownership of shares of Company common stock that is not registered in the transfer records of the Company, it shall be a condition of payment that such certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer or such book-entry share shall be properly transferred and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the merger consideration to a person other than the registered holder of the certificate or book-entry share surrendered or shall have established to the reasonable satisfaction of the surviving corporation that such tax either has been paid or is not applicable. Until surrendered, each such certificate shall be deemed at any time after the effective time of the merger to represent only the right to receive upon such surrender the merger consideration of  $50.00 in cash.

If any such certificate has been lost, stolen or destroyed, the paying agent or the surviving corporation, as the case may be, will pay the applicable merger consideration with respect to each share of our common stock formerly represented by such certificate upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Campbell, the posting by such person of a bond in customary amount and upon such terms as may be reasonably required by Campbell as indemnity against any claim that may be made against the surviving corporation or the paying agent with respect to such certificate.

At any time following the twelve-month anniversary of the closing date of the merger, Campbell may require the paying agent to deliver to it any funds previously made available to the paying agent that have not been disbursed to holders of certificates that formerly represented shares of our common stock. After that point, shareholders will no longer be able to receive the merger consideration from the paying agent. Instead, they will be required to seek to obtain the merger consideration only from Campbell and the surviving corporation (subject to abandoned property, escheat or other similar laws) for payment of the amount to which such holder is entitled, without any interest thereon.

Directors and Officers

The merger agreement provides that Merger Sub’s directors and officers immediately prior to the effective time of the merger will be the directors and officers, respectively, of the surviving corporation until the earlier of their death, resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be, in accordance with the articles of incorporation and the bylaws of the surviving corporation.

Representations and Warranties

We have made a number of representations and warranties to Campbell and Merger Sub in the merger agreement regarding aspects of our business and other matters pertinent to the merger. The topics covered by these representations and warranties include the following:

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our and our subsidiaries organization, good standing and qualification and similar corporate matters;

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our capitalization, including the number of shares of our common stock and other equity interests issued and outstanding;

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absence of preemptive or other similar rights or debt securities that give their holders the right to vote with our shareholders;

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our corporate power and authority to execute and deliver the merger agreement, to consummate the merger and the other transactions contemplated by the merger agreement and to comply with the terms of the merger agreement;

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the enforceability of the merger agreement against us;

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our Board’s approval of the merger agreement;

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the absence of any violation of our charter documents, certain contracts or laws or judgments to which we are subject as a result of our execution and delivery of the merger agreement and our consummation of the merger;

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the consents, approvals, notices and other similar actions with respect to governmental entities and other third parties required as a result of our execution and delivery of the merger agreement and our consummation of the merger;

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the filing of required reports and other documents by us with the SEC, the compliance of such reports and documents with the applicable requirements of the federal securities laws, rules and regulations, the compliance of our financial statements included in such reports and documents with applicable accounting requirements and the rules and regulations of the SEC, the absence of any outstanding or unresolved comments received by us from the SEC and the absence of certain types of undisclosed liabilities;

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the preparation of our financial statements included in our reports and documents filed with the SEC in accordance with GAAP;

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compliance with the applicable listing rules and governance rules of NASDAQ Stock Market;

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the maintenance by us of internal control over financial reporting and disclosure controls and procedures designed to ensure timely and adequate reporting;

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absence of SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations regarding any of our accounting practices;

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absence of certain undisclosed liabilities;

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the absence of any joint venture, off-balance sheet partnership or other similar arrangement entered into for the purpose of, intended to, or with the known result of, avoiding the disclosure of any material transaction or liability;

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absence of a Company Material Adverse Effect that is continuing since December 31, 2016 and the conduct of our and our subsidiaries respective businesses in the ordinary course of business consistent with past practice since September 30, 2017;

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certain pending and threatened litigation;

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our compliance with all applicable laws and judgments;

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the accuracy of the information supplied by us in connection with this proxy statement;

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tax matters;

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employee benefits and labor matters;

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environmental matters;

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material contracts;

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real and personal property;

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intellectual property;

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insurance policies, claims and warranties;

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our products’ quality and compliance with applicable laws;

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fees and relationships with brokers and other advisors;

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opinions from financial advisors;

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related party transactions;

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compliance with certain domestic and foreign corruption laws and customs and international trade laws; and

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the effect of anti-takeover statutes and the absence of a shareholder rights plan.

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Some of our representations and warranties are qualified by a material adverse effect standard. The merger agreement provides that a “Company Material Adverse Effect” is any change, effect, event, violation, inaccuracy, state of facts, development, circumstance or occurrence that, individually or when taken together with all other events, (i) has a material adverse effect on the operations, financial condition, business, properties, assets or liabilities of us and our subsidiaries, taken as a whole; or (ii) would, or would reasonably be expected to, prevent, materially delay or materially impair the ability of the Company to consummate the merger or to perform any of its material obligations under the merger agreement without material delay; provided, however, that, in the case of clause (i), in no event will any of the following events constitute or be taken into account in determining whether there has been a Company Material Adverse Effect:

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changes generally affecting the economy or political conditions or financial or securities markets or industries in which the Company or its subsidiaries operate;

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acts of war (whether or not declared), the commencement, continuation or escalation of a war, acts of armed hostility, sabotage or terrorism or any material worsening of such conditions threatened or existing as of the date of the merger agreement or natural disasters or other force majeure events;

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any changes in law or GAAP or other accounting standards;

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our failure to meet published or internal projections, forecasts, predictions, estimates or expectations of the Company’s or its subsidiaries’ past or projected revenue, earnings or other financial performance or results of operations for any period, in and of itself;

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any events to the extent attributable to the execution, announcement or pendency of the merger agreement or the anticipated consummations of the transactions contemplated therein, or communication by Campbell or its affiliates with respect to the post-closing conduct of the business or assets of the Company or its subsidiaries;

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any decline in the market price or trading volume of the Company common stock;

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any events resulting from or arising out of any actions taken by the Company or any of its subsidiaries, on the one hand, and Campbell or any of its subsidiaries, on the other hand, as required by the merger agreement; or

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any action or omission explicitly required under the merger agreement or any action taken or omitted to be taken at the specific request of Campbell or Merger Sub or omission caused by the failure of Campbell to provide a consent (other than any such consent with respect to which Campbell has reasonably withheld such consent pursuant to and consistent with the merger agreement);

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provided, that, with respect to each of the first three bullets above, events resulting from any change, event, circumstance or development that has had or would reasonably be expected to have a disproportionate adverse effect on us and our subsidiaries shall be considered for purposes of determining whether a Company Material Adverse Effect has occurred or is reasonably likely to occur.

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Campbell and Merger Sub have made a number of representations and warranties to us regarding various matters pertinent to the merger. The topics covered by these representations and warranties include the following:

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their organization and good standing;

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the enforceability of the merger agreement against them;

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their corporate power and authority to execute and deliver the merger agreement, to consummate the merger and the other transactions contemplated by the merger agreement and to comply with the terms of the merger agreement;

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Campbell’s board of directors’ approval of the merger agreement;

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the absence of any violation of Campbell’s charter documents, certain contracts or laws and judgments applicable to Campbell as a result of Campbell’s execution and delivery of the merger agreement and the consummation of the merger;

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the consents, approvals, notices and other similar actions with respect to governmental authorities required as a result of Campbell’s execution and delivery of the merger agreement and the consummation of the merger;

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the accuracy of information supplied by Campbell and Merger Sub for inclusion in this proxy statement;

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Campbell’s ownership and formation of Merger Sub;

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the sufficiency of the financing obtained by Campbell in connection with the execution of the merger agreement, together with other financial resources of Campbell, for the satisfaction of all of Campbell’s obligations under the merger agreement, including to pay the aggregate consideration payable by Campbell on the closing date;

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the absence of certain legal proceedings;

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use of brokers; and

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non-reliance on our estimates.

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Covenants

Conduct of Our Business Prior to the Merger

In the merger agreement, we have agreed that before the effective time of the merger, subject to certain exceptions, we will carry on our, and we will cause each of our subsidiaries to carry on their, business in the ordinary course consistent with past practice in all material respects, comply in all material respects with all applicable laws and the requirements of all material contracts, use commercially reasonable efforts consistent with past practice to maintain and preserve intact our and our subsidiaries’ business organization, maintain in effect all governmental authorizations, preserve our present relationships with our lenders and customers, suppliers, distributors and others having business relationships with us and retain the services of our present officers and key employees, and use commercially reasonable efforts consistent with past practice to keep in full force and effect all material insurance policies maintained by us and our subsidiaries, other than changes to such policies made in the ordinary course of business consistent with past practice.

In addition, we have agreed, with specified exceptions, to various restrictions, including restrictions on our and our subsidiaries ability to:

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issue, sell, grant, dispose of or pledge any capital stock, voting securities or equity interests, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any shares of our capital stock, voting securities or equity interests or any rights, warrants, options, calls, commitments or similar agreements to acquire any such capital stock, voting securities or equity interests, subject to certain exceptions;

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incur or assume any indebtedness or guarantee any indebtedness of another person, other than borrowings in the ordinary course of business in amounts not in excess of  $10,000,000 in the aggregate, borrowings in the ordinary course of business under letters of credit, lines of credit or other credit facilities in effects on the date of the merger agreement and borrowings from us by our subsidiaries in the ordinary course of business consistent with past practice;

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sell, transfer, lease, sublease, exclusively license, pledge, mortgage encumber or otherwise dispose of or subject to any lien other than permitted liens any of our properties or assets, except in the ordinary course of business consistent with past practice, pursuant to certain contracts in force on the date of the merger agreement, a true, correct and complete copy of which has been provided to Campbell, sales or dispositions by us or any of our wholly owned subsidiaries to us or any of our wholly owned subsidiaries, sales or dispositions not exceeding $5,000,000 in the aggregate, provided, that the sale or disposition of any brand owned by us shall not be deemed ordinary course of business, or dispositions of obsolete or worthless assets;

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incur or commit to incur any capital expenditures that individually are in excess of  $1,000,000 or in the aggregate are in excess of  $5,000,000;

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acquire by merging or consolidating with, or by purchasing all or a substantial portion of the assets of, or by any other manner, any person or division, business or equity interest of any person, or any assets, rights or properties from any other person, other than purchases of goods, equipment, products, licenses of intellectual property and other assets in the ordinary course of business or pursuant to existing contracts or acquisitions no exceeding $1,0000,000 individually or $5,000,000 in the aggregate;

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make any investment in, or loan or advance (other than travel and similar advances to its employees in the ordinary course of business consistent with past practice) to, any person other than a direct or indirect wholly owned subsidiary of us in the ordinary course of business consistent with past practice in an aggregate amount not to exceed $5,000,000;

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except in the ordinary course of business or as otherwise permitted by the merger agreement, enter into, terminate, amend or modify any material contract (other than extensions at the end of term thereof in accordance with the terms thereof), or waive, release or assign any material rights, claims or benefits under any material contract and enter into any contract that would have been a material contract had it been entered into prior to the date of the merger agreement, unless such contract is on terms substantially consistent with, or on terms more favorable to us and/or our subsidiaries than a contract it is replacing;

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except in the ordinary course of business or as otherwise permitted by the merger agreement, (1) enter into or extend the term or scope of any contract that purports to restrict or limit us from engaging in any line of business or in any geographic area, (2) amend or modify the engagement letters of each of Goldman Sachs & Co. LLC and Deutsche Bank Securities Inc., (3) enter into any contract that would be breached by, or require the consent of any third party in order to continue in full force following, consummation of the merger, or (4) release any person from, or modify or waive any provision of, any confidentiality, standstill or similar agreement;

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sell, license, sublicense, covenant not to sue, assign, transfer, abandon, allow to lapse, otherwise dispose of or grant any rights in any owned intellectual property (other than non-exclusive licenses granted to third persons in the ordinary course of business consistent with past practice or with respect to immaterial or obsolete owned intellectual property) or disclose any material trade secrets or confidential information of us or any of our subsidiaries to any other person, other than in the ordinary course of business or pursuant to the terms of the merger agreement to a person bound by reasonable confidentiality obligations;

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(1) increase in any manner the compensation, including the payment of any bonus or award or granting of any loan, of any of our directors, officers, employees or individual service providers, (2) enter into, establish, amend or terminate any employment, consulting, retention, change in control, collective bargaining, bonus or other incentive compensation, profit sharing, health or other welfare, share option or other equity (or equity-based), pension, retirement, vacation,

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severance, deferred compensation or other compensation or benefit plan, policy, agreement, trust, fund or arrangement, with, for or in respect of, any director, officer, other employee, consultant, independent contractor or affiliate, or (3) except as specifically contemplated by the merger agreement, accelerate the time of payment or vesting of, or the lapsing of restrictions with respect to, or fund or otherwise secure the payment of, any compensation or benefits under any company plan, in each case, other than as required pursuant to applicable law or any existing agreement, company plan or arrangement as of the date of the merger agreement;

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make or change any material tax election, except to the extent consistent with past practice, amend any material tax return, or file any claims for material amounts of tax refunds, enter into any material closing agreement within the meaning of Section 7121 of the Code, agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of any material taxes, settle any material tax claim or surrender any right to claim a refund, offset or other reduction of material taxes, or request any material tax ruling;

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make any changes in financial or tax accounting methods, principles or practices (or change an annual accounting period), except insofar as may be required by a change in GAAP or applicable law;

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amend our or any of our subsidiaries organizational documents;

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adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation or other reorganization (other than transactions exclusively between our wholly owned subsidiaries or between any of our wholly owned subsidiaries and us);

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pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), in each case for an amount in excess of  $1,000,000 individually or $5,000,000 in the aggregate, other than the payment, discharge, settlement or satisfaction in accordance with their terms of liabilities, claims or obligations reflected or reserved against in our most recent consolidated financial statements (or the notes thereto);

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settle or compromise for an amount in excess of  $1,000,000 individually or $5,000,000 in the aggregate any litigation, proceeding or investigation, other than settlements or compromises to the extent reflected or reserved against in our most recent consolidated financial statements (or the notes thereto) for an amount not in excess of the amount so reflected or reserved; provided that, the payment, discharge, settlement or satisfaction of any such litigation, proceeding or investigation does not include any material obligation (other than the payment of money) to be performed by us or any of our subsidiaries;

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take any action to increase the vote required for approval by our shareholders;

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(i) enter into any new line of business other than any line of business that is reasonably ancillary to and a reasonably foreseeable extension of any line of business as of the date of the merger agreement, or (ii) start to conduct a line of business in any geographic area where it is not conducted as of the date of the merger agreement, other than starting to conduct a line of business in geographic areas that are reasonable extensions to geographic areas where such business line is conducted as of the date of the merger agreement;

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hire any new officer, employee, consultant or individual service provider (provided that (1) we shall be permitted to hire employees, consultants or other individual service providers with an aggregate annual base compensation and target incentive opportunity below $250,000 in the ordinary course of business consistent with past practice to fill positions that are open as of the date hereof or that become open following the date hereof to the extent reasonably necessary as determined by us in our sole discretion, and (2) we shall be permitted to hire any new officer, employee, consultant or individual service provider to fill certain positions agreed to by the parties; or

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authorize, commit or agree, in writing or otherwise, to take any of the foregoing actions.

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No Solicitation of Acquisition Proposals

We have agreed that we will not, and will not authorize or permit any of our subsidiaries to, nor will we authorize or permit any of our or our subsidiaries’ directors, officers or employees or any of our or their investment bankers, attorneys, accountants or other advisors or representatives to, directly or indirectly:

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solicit, initiate, cause, induce, facilitate or encourage (including by way of furnishing information) any inquiries or proposals that constitute, or may reasonably be expected to lead to the making, submission or announcement of any such acquisition proposal (as defined in the merger agreement and described below under the heading “— Covenants — Board Recommendation” beginning on page 74) or otherwise knowingly cooperate with or knowingly assist the making, submission or announcement of any such acquisition proposal;

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participate in any discussions or negotiations with any person regarding any such acquisition proposal;

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disclose any non-public information relating to us or any of our subsidiaries to, afford access to our or our subsidiaries’ business, properties, assets, books or records to, or knowingly assist, participate in, facilitate or encourage any effort by, any person that is seeking to make, or has made, any such acquisition proposal; or

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enter into any merger or other agreement, agreement in principle, letter of intent, term sheet, joint venture agreement, partnership agreement or other similar instrument in each case providing for or contemplating any such acquisition proposal (other than an acceptable confidentiality agreement, as defined in the merger agreement and described below under the heading “— Covenants — Board Recommendation” beginning on page 74).

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Despite these general prohibitions, if at any time prior to the approval of the merger agreement by our shareholders we receive a bona fide, written acquisition proposal that was not solicited in violation of the merger agreement, subject to the conditions described below, we may, and may permit and authorize our representatives to:

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contact such person or group of persons making such acquisition proposal solely to clarify the terms and conditions thereof;

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provide non-public information and data concerning us and our subsidiaries to such person or group of persons and their representatives, their affiliates and their prospective equity and debt financing sources if we receive from such person an acceptable confidentiality agreement; provided, that we shall promptly make available to Campbell any non-public information concerning us or our subsidiaries that we made available to any person or group of persons and their representatives, their affiliates and prospective equity and debt financing sources if such information was not previously made available to Campbell and Merger Sub;

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engage or participate in any discussions or negotiations with such person or group of persons if the acquisition proposal was not solicited in violation of the merger agreement and only to the extent that, (i) prior to taking any action described in this bullet or the previous bullet, our Board, or a committee thereof, determines in good faith (after consultation with its outside legal counsel) that failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable law, and (ii) in each such case referred to in this bullet or the previous bullet, our Board, or a committee thereof, has determined in good faith (after consultation with its outside legal counsel and financial advisor) that such acquisition proposal either constitutes a superior proposal (as defined in the merger agreement and described below under the heading “— Covenants — Board Recommendation” beginning on page 74) or could reasonably be expected to result in a superior proposal, and (iii) before engaging or participating in any such discussions or negotiations with or furnishing any information to, such person, we give written notice to Campbell.

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We will promptly (and, in any event, within twenty-four (24) hours) notify Campbell if any acquisition proposal is received by us indicating, in connection with such notice, the identity of the person making the acquisition proposal and the material terms and conditions thereof  (including, if applicable, copies of any written documentation constituting the acquisition proposal, including proposed agreements). In the event that any such person modifies its acquisition proposal in any material respect, we will notify Campbell within twenty-four (24) hours after receipt of such modified acquisition proposal of the fact that such acquisition proposal has been modified and the terms of such modification (including, if applicable, copies of any written documentation reflecting such modification) and thereafter shall keep Campbell reasonably

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informed, on a reasonably current basis, of material changes in the status and terms of any such proposals or offers (including any amendments thereto) and any material changes to the status of any such discussions or negotiations. We will not, and will cause our subsidiaries not to, enter into any confidentiality agreement subsequent to the date of the merger agreement which prohibits us from providing to Campbell such material terms and conditions and other information.

Board Recommendation

The merger agreement provides that neither our Board nor any committee of our Board will, or will agree or resolve to:

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withhold, withdraw, qualify, amend, or modify (or publicly propose or resolve to withhold, withdraw, qualify, amend, or modify), in a manner adverse to Campbell or Merger Sub, the merger recommendation or approve or recommend, or propose publicly to approve or recommend, any acquisition proposal or make or authorize the making of any public statement (oral or written) that has the substantive effect of such withdrawal, qualification, amendment, or modification (any such action or failure to act being referred to as a “change of recommendation”);

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cause or permit us to enter into any letter of intent, merger agreement, term sheet, agreement in principle, memorandum of understanding, share purchase agreement, asset purchase agreement, share exchange agreement or other similar agreement (other than an acceptable confidentiality agreement) constituting or relating to any acquisition proposal (any such instrument being referred to as an “alternative acquisition agreement”); or

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approve, recommend, or publicly propose to enter into an alternative acquisition agreement.

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Notwithstanding the foregoing or any other provision of the merger agreement to the contrary, if, prior to such time as the shareholder approval is obtained, our Board, or a committee thereof, receives a bona fide written acquisition proposal, which shall not have been solicited in violation of the merger agreement, which acquisition proposal our Board, or a committee thereof, determines in good faith (after consultation with its outside legal counsel and financial advisor) constitutes a superior proposal, our Board, and a committee thereof, may effect a change of recommendation and may also terminate the merger agreement, but only if:

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our Board, or a committee thereof, in good faith determines (after consultation with its outside legal counsel) that the failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable law;

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we notify Campbell in writing, at least four business days in advance (and two business days in advance, if such notification relates to the superior proposal, in respect of which a notification had previously been made, and terms of which superior proposal materially changed), that it intends to effect a change of recommendation in connection with a superior proposal or effect a fiduciary termination with respect to a superior proposal, which notice shall specify the identity of the person who made such superior proposal and the material terms and conditions of such superior proposal;

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after providing such notice and prior to making such change of recommendation in connection with a superior proposal or effecting a fiduciary termination with respect to a superior proposal, if requested by Campbell, we shall negotiate in good faith with Campbell during such four business day period (or such two business day period, as the case may be) to make such revisions to the terms of the merger agreement so that failure to effect such change of recommendation or effect a fiduciary termination would no longer be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable law; and

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our Board, or a committee thereof, shall have considered in good faith (after consultation with its outside legal counsel and financial advisor) any changes to the merger agreement offered in writing by Campbell in a manner that would form a binding contract if accepted by us and shall have determined in good faith that the superior proposal would continue to constitute a superior proposal if such changes offered in writing by Campbell were to be given effect.

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Notwithstanding the foregoing or any other provision of the merger agreement to the contrary, our Board, or a committee thereof, may also effect a change of recommendation in the absence of a superior proposal if an intervening event (as defined in the merger agreement and described below) shall have occurred and be continuing, but only if:

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our Board, or a committee thereof, in good faith determines (after consultation with its outside legal counsel) that in light of such intervening event, the failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable law;

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we notify Campbell in writing, at least four business days in advance (and two business days in advance, if such notification relates to the intervening event, in respect of which a notification had previously been made, and circumstances of which intervening event materially changed) which notice shall not itself constitute a change of recommendation and shall (1) state that an intervening event has occurred and that our Board, or a committee thereof, has determined that in light of such intervening event, the failure to effect a change of recommendation would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable law, and that we intend to take such action and (2) specify the details of such intervening event and the basis upon which our Board intends to effect a change of recommendation;

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after providing such notice and prior to making such change of recommendation in connection with an intervening event, if requested by Campbell, we shall negotiate in good faith with Campbell during such four business day period (or such two business day period, as the case may be) to make such revisions to the terms of the merger agreement so that failure to make such change of recommendation would no longer be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable law; and

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our Board, or a committee thereof, shall have considered in good faith (after consultation with its outside legal counsel and financial advisor) any changes to the merger agreement offered in writing by Campbell in a manner that would form a binding contract if accepted by us and shall have determined in good faith that the failure to effect a change of recommendation with respect to such intervening event would still be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable law.

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The covenant in the merger agreement generally prohibiting us from soliciting takeover proposals does not prevent us from taking and disclosing to our shareholders a position contemplated by Rule 14d-9 and 14e-2(a) promulgated under the Securities Exchange Act (or any similar communications to the shareholders of the Company) or from making any “stop-look-and-listen” communication to the shareholders of the Company pursuant to Rule 14d-9(f) promulgated under the Securities Exchange Act (or any similar communications to the shareholders of the Company); provided the foregoing shall in no way eliminate or modify the effect that any such disclosure would otherwise have under the merger agreement.

An “acquisition proposal” means any inquiry, proposal, indication of interest, or offer (whether in writing or otherwise) with respect to:

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a merger, consolidation, business combination, asset purchase, recapitalization, joint venture, partnership, spin-off, extraordinary dividend, or similar transaction with any person or group of persons, other than Campbell and its subsidiaries, that involves any of us or any of our subsidiaries; or

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any direct or indirect acquisition (whether by tender offer, share purchase, share exchange or other manner) by any person or group of persons, other than Campbell and its subsidiaries,

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which, in the case of each bullet above, if consummated would result in any person or group of persons, other than Campbell and its subsidiaries, becoming the beneficial owner of, directly or indirectly, in one or a series of related transactions, equity securities of us or any of our subsidiaries representing more than twenty percent (20%) of all of our outstanding equity securities (by vote or value), or more than twenty percent (20%) of the consolidated total assets (including, equity securities of our subsidiaries) of us and our subsidiaries, taken as a whole, in each case other than the transactions contemplated by the merger agreement.

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A “superior proposal” means any bona fide, written acquisition proposal, which shall not have been solicited in violation of the non-solicitation covenants contained in the merger agreement, (provided, that for purpose of this definition, the percentages in the definition of acquisition proposal shall be fifty percent (50%) rather than twenty percent (20%) made by a third party that did not result from a material breach of the non-solicitation covenants contained in the merger agreement for a transaction that is on terms that our Board, or a committee thereof, determines, in good faith (after consultation with its outside legal counsel and financial advisor), to be (1) more favorable to the holders of our common stock from a financial point of view than the merger, taking into account all the terms and conditions, and the likelihood of completion of, such acquisition proposal and the merger agreement (including any offer by Campbell to amend the terms of the merger agreement) that are deemed in good faith to be relevant by our Board, or a committee thereof and (2) reasonably capable of being completed, taking into account all financial, legal, regulatory, and other aspects of such proposal.

An “intervening event” is any event or circumstance that was not known to, or reasonably foreseeable by, our Board, or a committee thereof, prior to the execution of the merger agreement (or if known, the consequences of which were not known or reasonably expected to occur), which event or circumstance becomes known to or reasonably foreseeable by (or the consequences of which become known to, or reasonably expected to occur by) our Board, or a committee thereof, after the execution of the merger agreement by us and prior to such time as shareholder approval is obtained; provided, however, that in no event shall the following will not be considered to constitute an intervening event:

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the receipt, existence or terms of an acquisition proposal or any matter relating to an acquisition proposal or consequence of an acquisition proposal;

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solely any changes in our market price or trading volume; or

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solely our meeting, failing to meet or exceeding published or unpublished revenue or earnings projections,

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it being understood that with respect to the second and third bullets the facts or occurrences giving rise or contributing to such change or event may be taken into account when determining an intervening event to the extent otherwise satisfying this definition.

Shareholders Meeting

We have agreed, subject to any applicable legal restraints, to convene and hold a shareholders’ meeting for the purpose of the approval of the merger agreement by our shareholders, as promptly as practicable following clearance by the SEC of this proxy statement. We may not postpone, recess or adjourn the shareholders’ meeting except:

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to the extent required by applicable law, including by the fiduciary duties of our Board;

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to allow reasonable additional time for the filing and/or mailing of any supplemental or amended disclosure that our Board has determined in good faith after consultation with outside legal counsel is necessary under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by our shareholders prior to the shareholders’ meeting; or

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if as of the time for which the shareholders’ meeting is originally scheduled (as set forth in this proxy statement) there are insufficient shares of our common stock represented (either in person or by proxy) in order to obtain the shareholder approval;

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provided, in the cases of the second and third bullets, that the date of the shareholders’ meeting is not postponed or adjourned more than an aggregate of thirty days.

We are required to hold the shareholders’ meeting regardless of whether our Board determines prior to the date of such meeting that the merger agreement is no longer advisable, recommends that our shareholders reject the merger agreement or effects a change of recommendation.

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Efforts to Consummate the Merger; Regulatory Matters

We and Campbell have each agreed to, and have agreed to cause our respective subsidiaries to, use our respective reasonable best efforts to take, or cause to be taken all actions and to do, or cause to be done, all things necessary, proper or advisable under the merger agreement and applicable laws and regulations to consummate and make effective the merger and the other transactions contemplated by the merger agreement and to use their respective reasonable best efforts to cause the conditions to each party’s obligation to effect the merger to be satisfied as promptly as practicable after the date hereof and in any event prior to the end date, including:

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preparing and filing, in consultation with the other party and as promptly as practicable and advisable after the date of the merger agreement, all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations necessary or advisable to be obtained from any third party (including, any landlords or sublandlords in connection with our leased properties) and/or any governmental authority to consummate the transactions;

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taking such steps as may be necessary or advisable to obtain all such material consents, clearances, waivers, licenses, registrations, permits, authorizations, tax rulings, orders and approvals; and

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contesting and resisting any administrative or judicial action or proceeding instituted (or threatened in writing to be instituted), and taking all reasonable steps to lift or rescind any injunction or restraining order or other order, adversely affecting the ability of the parties to consummate the merger or any of the other transactions contemplated by the merger agreement.

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Campbell and the Company shall, in order to permit the satisfaction of the conditions to the merger agreement as promptly as practicable and advisable,

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propose, negotiate, commit to, effect and agree to, by consent decree, hold separate order or otherwise, the sale, divestiture, license, holding separate, and other disposition of and restriction on the businesses, assets, properties, product lines, and equity interests of, or changes to the conduct of business of, us or any of our subsidiaries) and take such action or actions that would in the aggregate have a similar effect,

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create, terminate, or divest relationships, ventures, contractual rights or obligations of us or any of our subsidiaries, and

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otherwise take or commit to take any action that would limit Campbell’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, of our or our subsidiaries’ businesses, assets, equity interests, product lines or properties;

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provided that any such sales, divestitures, licenses, holdings, dispositions, restrictions, changes or similar effects are conditioned upon and become effective only from and after the effective time; provided, further, however, that nothing contained in the merger agreement shall require Campbell or us to take, or cause to be taken, or commit to take, or commit to cause to be taken, any divestiture, license, hold separate, sale or other disposition, of or with respect to assets, businesses or product lines of  (i) Campbell or any of its subsidiaries or (ii) us or any of our subsidiaries, if, in the case of us and our subsidiaries, doing so will have or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on us. Without limiting the foregoing, in no event shall we (and we shall not permit our subsidiaries to) propose, negotiate, effect or agree to any such actions without the prior written consent of Campbell.

Financing of the Merger

Campbell’s and Merger Sub’s obligation to complete the merger is not conditioned upon its obtaining financing. Campbell anticipates that approximately $5.0 billion will be required to pay the aggregate cash portion of the merger consideration to our shareholder and to pay fees and expenses relating to the merger. Campbell intends to fund the cash component of the merger through sources of debt financing and cash on hand. In connection with entering into the merger agreement, Campbell entered into the debt commitment letter with the Commitment Parties. Pursuant to and subject to the terms of the debt commitment letter, the

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Commitment Parties committed to provide to Campbell the bridge facility. On December 29, 2017, Campbell, the Commitment Parties and the lenders party thereto entered into a $1.2 billion unsecured term loan facility contemplated by the debt commitment letter, resulting in a corresponding, permanent reduction to the commitments with respect to the bridge facility. The proceeds of the term loans will be used to fund a portion of the amounts payable pursuant to the merger agreement and the transactions contemplated thereby. The remaining portion of the bridge facility is anticipated to be replaced or refinanced by Campbell’s issuance of senior unsecured notes through a public offering or in a private placement.

Conditions to the Closing of the Merger

Our, Campbell’s and Merger Sub’s obligations to effect the merger are subject to the satisfaction or waiver of the following conditions:

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the approval of the merger agreement by our shareholders;

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the expiration or termination of any waiting period applicable to the merger required under the HSR Act, which was satisfied on February 2, 2018 when the waiting period was terminated; and

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the absence of outstanding judgment, injunction, order or decree of a competent governmental authority or other legal restraint or prohibition or other law that prohibits, enjoins or makes illegal the consummation of the merger or the transactions contemplated by the merger agreement.

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Campbell’s and Merger Sub’s obligations to effect the merger are further subject to the satisfaction by us or waiver by them of the following conditions:

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our representations and warranties regarding certain matters relating to our capitalization must be true and correct (except for de minimis inaccuracies) in all respects as of the date of the merger agreement and as of the closing date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct (except for de minimis inaccuracies) as of such earlier date only);

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our representations and warranties regarding certain matters relating to absence of certain changes and events must be true and correct in all respects as of the date of the merger agreement and as of the closing date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date only);

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our representations and warranties relating to our corporate authority to enter into the merger agreement, the approval of the merger agreement and certain other matters by our Board, our use of brokers and other advisors, the effect of anti-takeover statutes and the absence of a shareholder rights plan must be true and correct in all material respects, in each case, as of the date of the merger agreement and as of the closing date, as though made on and as of such date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date only);

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our representations and warranties set forth in the merger agreement other than those listed above, disregarding all qualifications and exceptions contained in the merger agreement relating to materiality or material adverse effect or any correlative qualifiers contained therein, must be true and correct as of the date of the merger agreement and as of the closing date as though made on and as of such date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date only), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect;

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our performance, in all material respects, of all obligations required to be performed by us under the merger agreement at or prior to the closing date; and

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Campbell’s receipt of a certificate dated as of the closing date and signed on our behalf by an authorized officer, stating that certain of the closing conditions have been satisfied.

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Our obligations to effect the merger are subject to the further satisfaction by Campbell and/or Merger Sub or waiver by us of the following conditions:

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Campbell’s and Merger Sub’s representations and warranties contained in the merger agreement (without giving effect to any “materiality”, “material adverse effect” or any correlative qualifiers contained therein) must be true and correct, except where the failure of any such representation and warranty to be so true and correct would not prevent, materially delay or materially impede the ability of Campbell and Merger Sub to consummate the transactions contemplated by the merger agreement, as of the date of the merger agreement and as of the closing date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date);

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Campbell and Merger Sub must have performed in all material respects the obligations required to be performed by them under the merger agreement at or prior to the closing date; and

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our receipt of a certificate dated as of the closing date and signed on behalf of Campbell and Merger Sub by an authorized officer, stating that certain of the closing conditions have been satisfied.

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No party to the merger agreement may rely on the failure to satisfy any of the aforementioned conditions to excuse such party’s obligation to effect the merger if such failure was caused, in whole or in part, by such party’s breach or frustration of any provision of the merger agreement.

Termination of the Merger Agreement

The merger agreement may be terminated under the following circumstances:

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by our and Campbell’s mutual written consent;

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by either Campbell or us, if:

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the merger is not consummated by 11:59 p.m. (Eastern time) on September 18, 2018;

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our shareholders do not approve the merger agreement at the shareholders meeting (or at any adjournment or postponement thereof) that we have held for such purpose; or

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any outstanding judgment, injunction, order or decree of a competent governmental authority or other legal restraint or prohibition restraining, enjoining or otherwise prohibiting the consummation of the merger has become final and nonappealable;

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but this right to terminate the merger agreement will not be available to any party whose breach or failure to fulfill any obligation under the merger agreement has been the primary cause of, or the primary factor that resulted in, the circumstance enabling termination.

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by us, if:

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at any time prior to the receipt of shareholder approval if  (i) our Board, or a committee thereof, authorizes us, subject to complying with the terms of the merger agreement, to enter into definitive transaction documentation providing for a superior proposal, (ii) immediately prior to or promptly after the termination of the merger agreement, we enter into definitive transaction documentation with respect to a superior proposal and (iii) immediately prior to such termination we pay to Campbell in immediately available funds any fees required to be paid pursuant to the termination provisions of the merger agreement;

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at any time prior to the effective time if there has been a breach of any representation, warranty, covenant or agreement made by Campbell or Merger Sub in the merger agreement, or any such representation and warranty shall have become untrue after the date of the merger agreement, such that the conditions set forth in the merger agreement would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured prior to the earlier of  (i) thirty days after written notice thereof is given by us to Campbell and (ii) the date that is three business days prior to September 18, 2018; provided, however, that we shall

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not have the right to terminate the merger agreement at any time when we are in breach of the merger agreement and such breach would cause, or result in, the failure of any of the conditions set forth in the merger agreement to be satisfied; or

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(i) all of the conditions set forth in the merger agreement have been and continue to be satisfied or waived (other than those conditions that by their nature cannot be satisfied other than at closing), (ii) we have confirmed by written notice to Campbell that we intend to terminate the merger agreement if Campbell and Merger Sub fail to consummate the transactions contemplated by the merger agreement when required and (iii) Campbell and Merger Sub fail to consummate the transactions contemplated by the merger agreement within two business days of the date the closing should have occurred.

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by Campbell, if:

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at any time prior to the effective time (i) our Board has effectuated a change of recommendation, (ii) our Board or any committee thereof  (A) shall not have rejected any acquisition proposal within two business days of the making thereof  (including, for these purposes, by taking no position with respect to the acceptance by our shareholders of a tender offer or exchange offer, which shall constitute a failure to reject such acquisition proposal) or (B) shall have failed to publicly reconfirm the merger recommendation within three business days after receipt of a written request from Campbell that it do so if such request is made following the making by any person of an acquisition proposal (provided that we shall not be required to reconfirm the merger recommendation more than once) or (iii) we shall have failed to comply in all material respects with our obligations under the merger agreement relating to the shareholder meeting and non-solicitation; provided, however, that Campbell may only exercise this termination right prior to receipt of shareholder approval; or

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at any time prior to the effective time there has been a breach of any representation, warranty, covenant or agreement made by us in the merger agreement, or any such representation and warranty shall have become untrue after the date of the merger agreement, such that the conditions regarding accuracy of our representations and warranties and our performance of obligations under the merger agreement would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured before the earlier of (i) thirty days after written notice of such breach or failure is given by Campbell to us and (ii) the date that is three business days prior to September 18, 2018; provided, however, that Campbell will not have the right to terminate the merger agreement at any time when Campbell or Merger Sub is in breach of the merger agreement and such breach would cause, or result in, the failure of any of the conditions regarding accuracy of Campbell’s and Merger Sub’s representations and warranties and Campbell’s and Merger Sub’s performance of obligations under the merger agreement to be satisfied.

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Fees and Expenses

Except as described below under “The Merger Agreement — Termination Fees,” all fees and expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement will be paid by the party incurring such expenses whether or not the merger is consummated.

Termination Fees

The merger agreement provides for the payment of a termination fee in connection with a termination of the merger agreement under the following circumstances:

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We will pay to Campbell $149 million:

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on the date we consummate the acquisition proposal, if  (i) the merger agreement is terminated by Campbell or us pursuant to either the end date termination right or our failure to obtain the shareholder approval, or by Campbell pursuant to the termination right on the basis of a breach of a representation, warranty, covenant or agreement contained in the merger agreement by us, (ii) any person shall have publicly disclosed a bona fide acquisition

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proposal after the date of the merger agreement and prior to such termination, which acquisition proposal had not been publicly withdrawn (in the case of a termination for failure to obtain the shareholder approval, which acquisition proposal had not been withdrawn prior to the shareholders’ meeting), and (iii) within twelve months after such termination we shall have entered into a definitive agreement with respect to any acquisition proposal, which acquisition proposal is subsequently consummated (provided, that for purposes of determining whether we have to pay the termination fee the references to “20%” in the definition of  “acquisition proposal” will be deemed to be references to “50%”);

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promptly but in no event later than three business days after the date of such termination if the merger agreement is terminated by Campbell pursuant to the recommendation change termination right; or

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immediately prior to or concurrently with such termination, if we terminate the merger agreement in order to enter into a definitive agreement with respect to a superior proposal in accordance with the non-solicitation provisions in the merger agreement.

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In no event will we be required to pay a termination fee on more than one occasion.

In the event that the merger agreement is terminated by us pursuant to a breach of any representation, warranty, covenant or agreement made by Campbell or Merger Sub or due to a failure of Campbell and Merger Sub to consummate the transactions contemplated by the merger agreement then Campbell will promptly, but in no event later than three business days after the date of such termination, pay or cause to be paid to us, in each case, an amount equal to $198.6 million. In no event will Campbell be required to pay this parent fee on more than one occasion.

Campbell will be required to pay or cause to be paid to us $50 million promptly, but in no event later than three business days after the date of such termination, if at the time of such termination the conditions to closing (other than those conditions that by their nature cannot be satisfied other than at closing) shall have been satisfied or waived in accordance with the merger agreement and the merger agreement is terminated by Campbell or us pursuant to the merger not having been consummated prior to the outside date, due to a failure to receive HSR Act clearance or the presence of any judgment, injunction, order or decree of a competent governmental authority or other legal restraint or prohibition restraining, enjoining or otherwise prohibiting the consummation of the merger due to the refusal by Campbell to divest, license, hold separate, sell or otherwise dispose of any of the assets, businesses or product lines of Campbell or any of its subsidiaries.

Our receipt of the parent fee or the regulatory termination fee from Campbell, if paid, will be the sole and exclusive remedy of us and our affiliates against Campbell, Merger Sub and any of their respective affiliates for any loss suffered with respect to of the failure of merger to be consummated or for a breach or failure to perform under the merger agreement or otherwise in the circumstances in which the parent fee or the regulatory termination fee is payable. Campbell’s receipt of the termination fee from us, if paid, will be the sole and exclusive remedy of Campbell, Merger Sub and their respective affiliates against us, our subsidiaries and any of our and their respective affiliates for any loss suffered with respect to the failure of merger to be consummated or for a breach or failure to perform under the merger agreement or otherwise in the circumstances in which the termination fee is payable.

Indemnification and Insurance

Campbell will, and will cause the surviving corporation to, indemnify, defend and hold harmless the present and former officers and directors of the Company and each of its subsidiaries (“indemnitees”), in respect of  (i) the fact that such person was a director or officer of the Company or its subsidiaries or served in certain positions at the request of the Company or its subsidiaries (ii) matters existing or occurring prior to the effective date, including the merger agreement and the contemplated merger, and (iii) certain acts or omissions occurring at or prior to the effective time of the merger, against any resulting losses, claims, damages, costs, expenses (including attorneys’ fees and disbursements), fines, liabilities, judgments and amounts that are paid in settlement, if such indemnitee is or is threatened to be made a party to any actual or threatened claim, in each case to the same extent as the indemnitees are indemnified as of the date of the merger agreement by the Company pursuant to applicable law, the Company’s and its subsidiaries’

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organizational documents and indemnification agreements in existence as of the date of the merger agreement. The surviving corporation will assume, and Campbell will cause the surviving corporation and its subsidiaries to fulfill and honor in all respects, each indemnification agreement in effect between us or our subsidiaries and any indemnitee as set forth in the disclosure schedule that we delivered to Campbell in connection with the signing of the merger agreement and any indemnification provision, expense advancement provision and any exculpation provision set forth in our and our subsidiaries’ respective articles of incorporation or bylaws (or comparable organizational documents) as in effect on the date of the merger agreement.

In the event the surviving corporation consolidates with or merges into another entity and is not the continuing or surviving entity of such consolidation or merger or transfers all or substantially all of its properties and assets to another person, Campbell will cause the successors and assigns of the surviving corporation to assume all indemnification and other obligations set forth above. In addition, if upon or following any merger, consolidation or sale of assets any indemnifying party is or becomes a direct or indirect subsidiary of another person, the ultimate parent entity of such indemnifying party shall guaranty the obligations of such indemnifying party set forth above.

We will, or if we are unable to, Campbell will cause the surviving corporation as of the effective time of the merger to, obtain and fully pay the premium for non-cancellable “tail” insurance policy with a claims period of at least six years from the effective time of the merger with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under our existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against any of our or our subsidiaries’ directors or officers. If we or the surviving corporation for any reason fail to obtain such “tail” insurance policies as of the effective time, the surviving corporation shall continue to maintain in effect, for a period of at least six years from and after the effective time, the directors and officers insurance in place as of the date of the merger agreement with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under our existing policies as of the date of the merger agreement, or the surviving corporation shall purchase comparable directors and officers insurance for such six-year period with terms, conditions, retentions and limits of liability that are no less favorable than as provided in our existing policies as of the date hereof.

Benefits Matters

Under the merger agreement, Campbell, from the effective time through July 31, 2019, is required to provide employees of the Company who are employed at the effective time and remain employed by the Company, Campbell or their respective subsidiaries with (i) base salary or wages, annual cash bonus or cash incentive compensation opportunities and employee benefits that are in the aggregate no less favorable than what was provided to such employees immediately prior to the effective time (excluding the 2017 Enterprise Incentive Plan (but including the value of other equity compensation), deferred compensation and stock purchase plans) and (ii) severance benefits that are no less favorable than those described in the merger agreement.

In addition, Campbell shall provide that any employee benefit plan in which such employees are entitled to participate following the effective time (“Campbell Plans”) take into account for purposes of eligibility, vesting, accrual and level of benefits (subject to certain exclusions), service by such employees as if such service were with Campbell to the same extent such service was credited under a comparable plan of the Company. Additionally, with respect to Campbell Plans, Campbell shall cause there to be waived any eligibility requirements or pre-existing condition limitations and, in determining any deductible, co-insurance or maximum out-of-pocket limitations, give effect to amounts previously paid by such employees under similar plans maintained by the Company. The merger agreement provides that the Company and Campbell acknowledge that the effect of the merger shall be a “change in control” or “change of control” of the Company for purposes of any applicable Company employee benefit plan.

Campbell agrees to pay each participant in the Company’s 2018 annual cash incentive plans who is employed by the Company on the closing date of the merger the pro-rated amount of each such participant’s target incentive opportunity no later than 30 days following the closing date. Additionally, each cash performance award granted pursuant to the Company’s 2015, 2016 or 2017 Long-Term

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Performance Incentive Plan for Officers and Key Managers that was outstanding as of the date of the merger agreement shall vest pro-rata based on the portion of the performance period that occurs prior to the closing date and all performance-based vesting conditions shall be deemed to have been satisfied at the greater of target or actual level of performance as of immediately prior to the effective time, and each cash performance award granted under the Company’s 2017 Enterprise Incentive Plan that was outstanding as of the date of the merger agreement and remains outstanding as of the effective time shall vest and be payable based on the actual level of performance for the quarter ending on or before the effective time, pro-rated as agreed upon by the parties in the merger agreement. In exchange for cancellation of each such cash performance award, each holder thereof as of the effective time shall be entitled to receive an amount in cash, without interest, equal to such cash performance award, less any required tax withholding.

Additional Agreements

Except as would violate applicable law or securities exchange rules, we and Campbell have agreed to consult with each other prior to making any press release or other public announcement with respect to the merger.

Except as would violate applicable law, we have agreed to give prompt notice to Campbell, and Campbell has agreed to give prompt notice to us, in writing of:

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any notice or other communication received by such party from any governmental authority in connection with the transactions contemplated by the merger agreement or from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by the merger agreement,

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any actions commenced or, to our knowledge or Campbell’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its subsidiaries that relate to the transactions contemplated by the merger agreement,

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the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, causes or is reasonably likely to cause:

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any representation or warranty contained in the merger agreement to be untrue or inaccurate in any material respect, or

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a material failure of Campbell and Merger Sub, on the one hand, or us, on the other hand, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied under the merger agreement, in each case, if and only to the extent that such untruth, inaccuracy or failure would reasonably be expected to result in any of the conditions to the obligations of us or Campbell and Merger Sub, as applicable, not being satisfied at the closing or satisfaction of those conditions being materially delayed in violation of any provision of the merger agreement.

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We have also agreed with Campbell to consult and cooperate in the defense of any litigation against us, our subsidiaries and/or any of their respective directors or officers related to the merger or the other transactions contemplated by the merger agreement. While we have not agreed to give Campbell the right to direct the defense of any such litigation, we have agreed to obtain the prior written consent of Campbell prior to settling any such claim.

Extension, Waiver and Amendment of the Merger Agreement

We, Campbell and Merger Sub may amend the merger agreement at any time prior to the closing of the merger if agreed upon in writing by all of us. However, after the approval of the merger agreement by our shareholders, no amendment can be made that by law requires approval by our shareholders without obtaining such approval.

We, Campbell or Merger Sub may waive any inaccuracies in another parry’s representations and warranties, extend the time for performance of any of the obligations or acts of any other party to the merger agreement and waive compliance with any of the agreements contained in the merger agreement or, except as otherwise provided in the merger agreement, waive any of such party’s conditions, in each case if agreed upon in writing by all of us.

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PROPOSAL NO. 2

ADJOURNMENT PROPOSAL

We are asking our shareholders to consider and vote upon a proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement, which we refer to as the Adjournment Proposal. In that event, a vote on the Adjournment Proposal will be held and our shareholders will not be asked to vote to approve the merger agreement until such adjournment, if any. We do not intend to call a vote on the Adjournment Proposal if the proposal to approve the merger agreement has been approved at the special meeting.

In order to allow proxies that have been received by us at the time of the special meeting to be voted for the Adjournment Proposal, we are submitting the Adjournment Proposal to our shareholders as a separate matter for their consideration. This proposal asks our shareholders to authorize the holder of any proxy solicited by our Board on a discretionary basis to vote in favor of adjourning the special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from our shareholders who have previously voted. If the special meeting is postponed or adjourned for any reason, including to solicit additional proxies, shareholders who have already sent in their proxies will be able to revoke them at any time prior to their use.

If it is necessary to adjourn the special meeting, then, unless the meeting will have been adjourned for a total of more than 120 days, no notice of such adjourned meeting is required to be given to shareholders, other than an announcement at the special meeting of the place, date and time to which the special meeting is adjourned. Even if a quorum is not present, shareholders who are represented at a meeting may approve an adjournment of the meeting.

Recommendation of Our Board

Our Board recommends that you vote “FOR” the Adjournment Proposal.

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PROPOSAL NO. 3

ADVISORY VOTE ON MERGER-RELATED COMPENSATION PROPOSAL

As required by Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, we are required to submit a proposal to our shareholders to approve, on a non-binding, advisory basis, the payment of certain compensation and benefits to our named executive officers that is based on or otherwise related to the merger, which they will or may become entitled to receive from the Company (or its successor), which we refer to as the Merger-Related Compensation Proposal. This merger-related compensation is summarized in the section entitled “The Merger — Interests of Directors and Executive Officers in the Merger” beginning on page 53, including the footnotes and narrative disclosures in the subsection therein entitled “— Quantification of Payments and Benefits to the Company’s Named Executive Officers” beginning on page 58.

Our Board encourages you to review carefully the Merger-Related Compensation Proposal disclosed in this proxy statement.

Our Board recommends that our shareholders approve the following resolution:

“RESOLVED, that the shareholders of the Company hereby approve, on a non-binding, advisory basis, the compensation that will or may become payable to the Company’s named executive officers that is based on or otherwise related to the merger, and the agreements and understandings pursuant to which such compensation may be paid or become payable, as disclosed pursuant to Item 402(t) of Regulation S-K in the table in the section of the proxy statement titled “The Merger — Interests of Directors and Executive Officers in the Merger — Quantification of Payments and Benefits to the Company’s Named Executive Officers,” including the related footnotes and narrative disclosures therein.”

The vote on the Merger-Related Compensation Proposal is a vote separate and apart from the vote on the proposal to approve the merger agreement. Accordingly, you may vote to approve the merger agreement and vote not to approve the Merger-Related Compensation Proposal and vice versa. Because the vote on the Merger-Related Compensation Proposal is advisory only, it will not be binding on either the Company or Campbell. Accordingly, if the merger agreement is approved and the merger is completed, the compensation may be paid, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of our shareholders.

The above resolution approving the merger-related compensation of our named executive officers on an advisory basis will be approved if the votes cast in favor of the proposal exceed the votes cast in opposition.

Recommendation of Our Board

Our Board recommends that our shareholders vote “FOR” the Merger-Related Compensation Proposal.

85

APPRAISAL RIGHTS

Appraisal rights are statutory appraisal rights that, if applicable under the NCBCA, enable shareholders to demand that the Company pay the fair value for their shares as determined under the NCBCA instead of receiving the consideration offered to shareholders in connection with the merger. In accordance with Section 55-13-02 of the NCBCA, the holders of the Company’s common stock are not entitled to assert appraisal rights in connection with the merger.

86

MARKET PRICE AND DIVIDEND DATA

Our common stock is traded on the NASDAQ Global Select Market under the symbol “LNCE.” The following table describes the per share range of high and low sales prices, as reported by the NASDAQ Global Select Market, for shares of our common stock and dividends declared per share of our common stock for the quarterly periods indicated.

Under the terms of the merger agreement, from the date of the merger agreement until the earlier of the effective time of the merger or the termination of the merger agreement, the Company is permitted to continue paying its regular quarterly dividend of  $0.16 per share of our common stock per quarter. On February 7, 2018, our Board declared a dividend of  $0.16 per share, which will be paid on March 2, 2018 to shareholders of record as of the close of business on February 22, 2018.

On December 13, 2017, which was the last trading day prior to media reports regarding a potential transaction, our common stock closed at $39.41 per share. On February 16, 2018, which was the most recent practicable date before the filing of this proxy statement, our common stock closed at $49.95 per share. Shareholders are encouraged to obtain current market quotations for our common stock and to carefully review the other information contained in this proxy statement in considering whether to approve the merger agreement. As of February 16, 2018, there were 98,304,911 shares of our common stock outstanding held by approximately 4,605 holders of record.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the beneficial ownership of our common stock as of January 10, 2018 (or as of such other date as may be indicated) for:

•

each person, entity or group that is known to beneficially own more than five percent (5%) of our outstanding common stock;

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•

each of our directors;

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•

each of our executive officers identified as a “named executive officer” in this proxy statement; and

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•

all of our current executive officers and directors as a group.

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Unless otherwise indicated below, the address of these parties is 13515 Ballantyne Corporate Place, Charlotte, North Carolina 28277.

Beneficial ownership is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by footnote, to our knowledge, the persons and entities named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to applicable community property laws. Securities that may be beneficially acquired within sixty (60) days of January 10, 2018, including shares subject to options that are exercisable and shares subject to restricted stock units that will vest within sixty (60) days of January 10, 2018, are deemed to be beneficially owned by the person or entity holding such securities for the purpose of computing ownership of such person or entity, but are not treated as outstanding for the purpose of computing the ownership of any other person or entity. The information as to beneficial ownership presented in the table below does not take into account any accelerated vesting that may occur in connection with the closing of the merger or stock dividends that may be issued within sixty (60) days of January 10, 2018. The applicable percentages of beneficial ownership are based on 98,179,528 shares of common stock outstanding as of January 10, 2018 plus shares of common stock otherwise deemed outstanding under applicable SEC rules.

88

*

Less than 1%

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(1)

Based on Schedule 13D/A filed on January 22, 2018 by Patricia A. Warehime reporting shares held on December 18, 2017. The Schedule 13D/A reports that Patricia A. Warehime has sole power to vote 1,403,480 of such shares, sole power to dispose of 10,397,129 of such shares, 12,851,757 shared power to vote of such shares and no shared power to dispose of such shares. 300,000 of these shares are pledged as security.

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On December 18, 2017, certain trusts affiliated with Ms. Warehime, together with the other the Warehime Holders, entered into a voting agreement with Campbell, pursuant to which the Warehime Holders agreed, among other things, to vote certain shares of Company common stock over which they have voting power in favor of the approval of the merger agreement and the transactions contemplated thereby, including the merger. See the section of this proxy statement entitled “The Merger — Voting Agreement.”

(2)

Based on Schedule 13G/A filed on January 23, 2018 by BlackRock, Inc. reporting shares held on December 31, 2017. The Schedule 13G/A reports that BlackRock, Inc. has sole power to vote 8,749,101 of such shares, sole power to dispose of 8,931,453 of such shares and no shared power to vote or dispose of any shares.

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(3)

Based on Schedule 13G/A filed on February 12, 2018 by the Vanguard Group reporting shares held on December 31, 2017. The Schedule 13G/A reports that the Vanguard Group has sole power to vote 93,077 of such shares, sole power to dispose of 6,786,838 of such shares, 13,344 shared power to vote of such shares and 100,740 shared power to dispose of such shares.

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(4)

Includes 24,331 shares vested but deferred until no longer serving as a director.

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(5)

Includes 4,000 restricted shares and 61,012 shares held in a Revocable Trust of which Mr. Brubaker is the trustee.

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(6)

Includes 4,000 restricted shares and 19,052 shares subject to exercisable options.

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(7)

Includes 4,125 shares vested but deferred until no longer serving as a director and 509,214 shares subject to exercisable options.

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(8)

Includes 3,099 restricted shares and 9,255 shares subject to exercisable options.

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(9)

Includes 8,331 shares vested but deferred until no longer serving as a director.

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(10)

Includes 717,134 shares held indirectly by Mr. Johnston’s wife as trustee and beneficiary of a family trust and 25,000 shares held in another trust for the benefit of Mr. Johnston’s wife. Mr. Johnston’s shares also include 37,518 shares vested but deferred until no longer serving as a director.

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(11)

Includes 18,989 restricted shares and 824,449 shares subject to exercisable options. The listed holdings represent those held by Mr. Lee according to the Company’s Fiscal Year 2016 Proxy Statement. Due to Mr. Lee’s separation from the Company, the Company does not have access to Mr. Lee’s current holdings, if any.

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(12)

Includes 3,198 restricted shares and 17,063 shares subject to exercisable options.

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(13)

Includes 4,000 restricted shares.

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(14)

Includes 4,425 restricted shares and 10,234 shares subject to exercisable options.

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(15)

Includes 3,338 restricted shares and 8,731 shares subject to exercisable options.

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(16)

Includes 8,331 shares vested but deferred until no longer serving as a director.

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(17)

Includes 8,331 shares vested but deferred until no longer serving as a director.

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(18)

Includes 607,179 shares subject to exercisable options held by current directors and executive officers.

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90

SHAREHOLDER PROPOSALS

If the merger is completed, there will be no public shareholders of the Company and no public participation in any future meetings of our shareholders. However, if the merger is not completed, we will hold a 2018 Annual Meeting of Shareholders (the “2018 Annual Meeting”). If the 2018 Annual Meeting is held, shareholder proposals will be eligible for consideration for inclusion in the proxy statement and form of proxy for our 2018 Annual Meeting in accordance with Rule 14a-8 under the Exchange Act and our advance notice bylaws, as described below.

If any shareholder wishes to present, in accordance with SEC Rule 14a-8, a proposal to the shareholders of the Company for inclusion in our proxy statement relating to the 2018 Annual Meeting, and the 2018 Annual Meeting is held within 30 calendar days of the anniversary of the 2017 annual meeting, the proposal must be submitted within 120 calendar days before the anniversary date of the Company’s proxy statement released to shareholders in connection with the 2017 annual meeting, or November 27, 2017. If the 2018 Annual Meeting is held on a date that is more than 30 calendar days before or after the anniversary of the 2017 annual meeting, the shareholder proposal must be received a reasonable time before the Company begins to print and mail its proxy solicitation materials for the 2018 Annual Meeting. Pursuant to SEC rules, submitting a proposal does not guarantee that it will be included in the proxy materials. Any such shareholder proposals will be subject to the requirements of the proxy rules adopted by the SEC.

A shareholder who wishes to have a proposal considered at the 2018 Annual Meeting, if held, but does not seek to have the proposal included in our proxy materials for that meeting or who seeks to nominate a person(s) as a director must comply with the procedures specified by our bylaws. Pursuant to our bylaws, if the 2018 Annual Meeting is held within 30 days of the anniversary of the 2017 annual meeting, in order to be properly brought before the 2018 Annual Meeting, a shareholder’s notice of a proposal the shareholder wishes to present (other than a proposal brought pursuant to SEC Rule 14a-8), or a person or persons the shareholder wishes to nominate as a director, must be delivered to us at our principal executive offices not less than 75 and not more than 105 days before the first anniversary of the previous year’s annual meeting, or no earlier than January 18, 2018 and no later than February 16, 2018. In the event that the date of the annual meeting is advanced or delayed more than 30 days from such anniversary date, notice by the shareholder to be timely must be received not earlier than 105 days prior to such annual meeting and not later than 75 days prior to such advanced or delayed annual meeting. To be in proper form, such shareholder’s notice must include the specified information concerning the proposal or nominee as described in our bylaws. The presiding officer or chairman of the annual meeting of shareholders may refuse to accept any such proposal that is not in proper form or submitted in compliance with the procedures specified in our bylaws.

Shareholder proposals or notices of proposal should be directed to Secretary to the Board of Directors, Snyder’s-Lance, Inc., 13515 Ballantyne Corporate Place, Charlotte, North Carolina 28277.

HOUSEHOLDING OF PROXY MATERIALS

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, shareholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of the proxy statement. This procedure is intended to reduce our printing costs and postage fees.

If you or another shareholder of record with whom you share an address wish to receive a separate proxy statement, we will promptly deliver it to you if you request it by calling Broadridge Financial Solutions, Inc., toll-free in the United States at (866) 540-7095 or by writing to Broadridge Financial Solutions, Inc., Attention: Householding Department, 51 Mercedes Way, Edgewood, New York 11717. If you or another shareholder of record with whom you share an address are receiving multiple copies of the proxy statement, you can request to receive a single copy of these materials in the future by contacting Broadridge Financial Solutions, Inc. in the same manner as described above.

91

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We are subject to the informational requirements of the Exchange Act. We file reports, proxy statements and other information with the SEC. You may read and copy these reports, proxy statements and other information at the SEC’s Public Reference Section at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website, located at https:www.sec.gov, that contains reports, proxy statements and other information regarding companies and individuals that file electronically with the SEC.

The information contained in this proxy statement speaks only as of the date indicated on the cover of this proxy statement unless the information specifically indicates that another date applies.

The SEC allows us to “incorporate by reference” information into this proxy statement. This means that we can disclose important information by referring to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this proxy statement. This proxy statement and the information that we later file with the SEC may update and supersede the information incorporated by reference. Similarly, the information that we later file with the SEC may update and supersede the information in this proxy statement. We are incorporating by reference any document that we may file under Section 13(a), 13(c), 14 or 5(d) of the Exchange Act after the date of this proxy statement and prior to the date of the special meeting, provided, however, that we are not incorporating any information furnished under Item 2.02 or Item 7.01 of Form 8-K, except as otherwise specified herein. We also incorporate by reference into this proxy statement the following documents filed by us with the SEC under the Exchange Act (other than information furnished pursuant to Item 2.02 or Item 7.01 of a Current Report on Form 8-K, or the exhibits related thereto under Item 9.01):

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our Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 28, 2017;

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our Quarterly Report on Form 10-Q for the quarter ended April 1, 2017, filed on May 10, 2017;

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our Quarterly Report on Form 10-Q for the quarter ended July 1, 2017, filed on August 9, 2017;

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our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed on November 9, 2017;

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our Current Reports on Form 8-K filed on February 13, 2017, April 17, 2017, May 5, 2017, June 27, 2017, June 28, 2017, August 4, 2017, August 21, 2017, September 26, 2017, October 4, 2017, November 3, 2017, December 18, 2017, January 26, 2018, January 30, 2018, February 5, 2018, February 9, 2018 and February 16, 2018.

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We undertake to provide without charge to each person to whom a copy of this proxy statement has been delivered, upon request, by first class mail or other equally prompt means, within one business day of receipt of the request, a copy of any or all of the documents incorporated by reference into this proxy statement, other than the exhibits to these documents, unless the exhibits are specifically incorporated by reference into the information that this proxy statement incorporates.

Requests for copies of our filings should be directed to Snyder’s-Lance, Inc., 13515 Ballantyne Corporate Place, Charlotte, North Carolina 28277, Attention: Corporate Secretary, or call us at (704) 554-1421, and should be made by March 16, 2018 in order to receive them before the special meeting. Electronic copies of our filings are available at our website http://ir.snyderslance.com/sec.cfm as well.

Shareholders should not rely on information other than that contained or incorporated by reference into this proxy statement. We have not authorized anyone to provide information that is different from that contained in this proxy statement. This proxy statement is dated February 20, 2018. No assumption should be made that the information contained in this proxy statement is accurate as of any date other than that date, and the mailing of this proxy statement will not create any implication to the contrary.

If you need additional copies of this proxy statement or the enclosed proxy card, or if you have questions about the proposals or how to vote your shares, you may also contact our proxy solicitor, Georgeson, by telephone (toll free) at (877) 255-0134.

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OTHER MATTERS

Our Board is not aware of any matter to be presented for action at the special meeting other than the matters set forth in this proxy statement. Should any other matter requiring a vote of the shareholders properly come before the meeting, the persons named as proxy holders on the enclosed proxy card will vote the shares represented thereby in accordance with their best judgment on such matters. Discretionary authority with respect to such other matters is granted by the execution of the enclosed proxy card.

By order of the Board of Directors,

Brian J. Driscoll
President and Chief Executive Officer

Dated: February 20, 2018

93

Annex A​

 
 
 

AGREEMENT AND PLAN OF MERGER

dated as of December 18, 2017
 
among

CAMPBELL SOUP COMPANY,

a New Jersey corporation,  
 

TWIST MERGER SUB, INC.,

a North Carolina corporation,
 
 
and
 

SNYDER’S-LANCE, INC.,

a North Carolina corporation

TABLE OF CONTENTS

A-i

A-ii

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER, dated as of December 18, 2017 (this “Agreement”), is among Campbell Soup Company, a New Jersey corporation (“Parent”), Twist Merger Sub, Inc., a North Carolina corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub,” and together with Parent, the “Buyer Parties”), and Snyder’s-Lance, Inc., a North Carolina corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 7.12.

WHEREAS, the respective boards of directors of each of Parent and Merger Sub have adopted, approved and declared advisable this Agreement (including the plan of merger (as such term is used in Section 55-11-01 of the North Carolina Business Corporation Act (the “NCBCA”)) (the “Plan of Merger”)), the Merger, and the other transactions contemplated by this Agreement, on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the board of directors of the Company (the “Company Board”) has (a) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interests of the Company and its shareholders, (b) adopted, approved and declared advisable this Agreement (including the Plan of Merger), the Merger and the other transactions contemplated by this Agreement, on the terms and subject to the conditions set forth in this Agreement, and (c) resolved to submit this Agreement to the shareholders of the Company and to recommend that the shareholders of the Company approve the Merger (such recommendation, the “Merger Recommendation”);

WHEREAS, the Company, Parent and Merger Sub desire to make certain representations, warranties, covenants and agreements in connection with this Agreement; and

WHEREAS, concurrently with the execution and delivery of this Agreement, as a condition and inducement to Parent’s willingness to enter into this Agreement, certain shareholders of the Company are entering into an agreement with Parent, in substantially the form set forth on Exhibit A, to vote shares of Company Common Stock held by such shareholders in favor of the adoption of this Agreement (each a “Company Voting Agreement”).

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, Parent, Merger Sub, and the Company hereby agree as follows:

ARTICLE I
 
THE MERGER; CLOSING; EFFECTIVE TIME

Section 1.1. The Merger.   Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the NCBCA, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease. The Company shall be the surviving corporation in the Merger under the NCBCA (the “Surviving Corporation”, and such transactions, the “Merger”). At the Effective Time, as a result of the Merger, the name of the Surviving Corporation shall be Snyder’s-Lance, Inc.

Section 1.2. Closing.   Upon the terms and subject to the conditions set forth in this Agreement, the closing of the Merger (the “Closing”) shall take place at 10:00 a.m. (New York City time) on the date that is the third (3rd) Business Day after the satisfaction or waiver, if permitted by applicable Law, of the conditions set forth in Article V (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time), at the offices of Jenner & Block LLP, 919 Third Avenue, New York, New York 10022, unless this Agreement has been terminated pursuant to its terms or another time, date or place is agreed to in writing by the parties hereto. The date on which the Closing actually occurs is referred to as the “Closing Date.”

Section 1.3. Effective Time.   Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Parent and the Company shall (a) file with the Secretary of State of the State of North Carolina articles of merger, executed and acknowledged in accordance with and containing such information as is required by Section 55-11-05 of the NCBCA to effect the Merger (the “Articles of Merger”) and (b) on or after the Closing Date duly make all other filings and recordings required by the

A-1

NCBCA in order to effectuate the Merger. The Merger shall become effective at such time as the Articles of Merger have been duly filed with the Secretary of State of the State of North Carolina or at such later time as is agreed to by the parties hereto in writing and specified in the Articles of Merger in accordance with the relevant provisions of the NCBCA (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Section 1.4. Effects of the Merger.   The Merger shall have the effects set forth in this Agreement and Section 55-11-06 NCBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation, as provided under the NCBCA.

Section 1.5. Articles of Incorporation and Bylaws of the Surviving Corporation.   At the Effective Time, the articles of incorporation of the Company shall be amended, in the form attached hereto as Exhibit B, so that they shall be substantively identical to the articles of incorporation of Merger Sub as in effect as of immediately prior to the Effective Time (except that the name of the Surviving Corporation shall be “Snyder’s-Lance, Inc.” and with such modifications as may be required by Section 4.8) and shall be the articles of incorporation of the Surviving Corporation (the “Charter”) until thereafter amended as provided therein or by applicable Law (subject to Section 4.8 hereof). At the Effective Time, the bylaws of the Company shall be amended and restated to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation shall be “Snyder’s-Lance, Inc.” and with such modifications as may be required by Section 4.8) and shall be the bylaws of the Surviving Corporation (the “Bylaws”) until thereafter amended as provided therein or by applicable Law (subject to Section 4.8 hereof).

Section 1.6. Directors and Officers of the Surviving Corporation.   The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective Time, and the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation immediately following the Effective Time, in each case until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the articles of incorporation and bylaws of the Surviving Corporation. At the Effective Time, the directors and officers of the Company immediately prior to the Effective Time shall cease to be the directors and officers of the Company.

Section 1.7. Plan of Merger.   Article I and Article II hereof and, solely to the extent necessary under the NCBCA, the other provisions of this Agreement shall constitute a “plan of merger” for the purposes of the NCBCA, including Section 55-11-01 thereof.

ARTICLE II
 
EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES; CLOSING PAYMENTS

Section 2.1. Effect on Capital Stock.   At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or any holders of any securities of the Company or the sole shareholder of Merger Sub:

(a) Merger Consideration.   Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than (i) shares of Company Common Stock owned directly by Parent or Merger Sub immediately prior to the Effective Time and (ii) shares of Company Common Stock owned by any direct or indirect wholly owned Subsidiary of the Company immediately prior to the Effective Time (together with the shares of Company Common Stock referred to in the immediately preceding clause (i), the “Excluded Shares”), in each case of clause (i) and clause (ii) of this Section 2.1(a) other than shares of Company Common Stock held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties, shall be automatically converted into the right to receive $50.00 in cash (the “Per Share Merger Consideration”), payable to the holder thereof, without interest, in the

A-2

manner set forth in Section 2.2. At the Effective Time, all of the shares of Company Common Stock that have been converted into the right to receive the Per Share Merger Consideration shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate and uncertificated interest formerly representing any shares of Company Common Stock (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration for each such share of Company Common Stock, payable without interest, in accordance with this Section 2.1 and Section 2.2.

(b) Excluded Shares.   Each Excluded Share issued and outstanding immediately prior to the Effective Time as described in clause (i) of Section 2.1(a) shall cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist. Each Excluded Share issued and outstanding immediately prior to the Effective Time as described in clause (ii) of Section 2.1(a) shall be converted into such number of shares of stock of the Surviving Corporation such that each direct or indirect wholly owned Subsidiary of the Company that owned capital stock in the Company immediately prior to the Effective Time shall own the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time without any payment of consideration therefor.

(c) Capital Stock of Merger Sub.   Each share of common stock, par value $0.01 per share, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation, or such higher number of such shares as may be necessary to give effect to the second sentence of Section 2.1(b).

Section 2.2. Exchange of Certificates.

(a) Paying Agent.   Prior to the Closing Date, Parent and Merger Sub shall enter into an agreement (in a form reasonably acceptable to the Company) with a paying agent reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the payment of the Per Share Merger Consideration. Prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Paying Agent for the benefit of the record holders of Company Common Stock (other than Excluded Shares), a cash amount in immediately available funds necessary and sufficient for the Paying Agent to make all payments under Section 2.1(a) (such cash amount being hereinafter referred to as the “Exchange Fund”). The Exchange Fund shall not be used for any purpose other than as set forth in this Article II. The Paying Agent shall invest the Exchange Fund as directed by Parent solely in (i) direct short-term obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, (iii) commercial paper rated P-1 or A-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (iv) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, (v) in money market funds having a rating in the highest investment category granted by a nationally recognized credit rating agency at the time of acquisition or (vi) a combination of any of the foregoing, provided that, in any such case, no such instrument shall have a maturity exceeding three months. Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the aggregate amounts payable under Section 2.1(a) shall be returned to Parent in accordance with Section 2.2(d). No such investment or losses thereon shall relieve Parent, the Surviving Corporation or the Paying Agent from making the payments required by this Article II or affect the amount of Per Share Merger Consideration payable to holders of Company Common Stock, and to the extent that there are any losses with respect to any such investments, or the Exchange Fund diminishes for any reason below the level required for the Paying Agent to make prompt cash payment under Section 2.1(a), Parent shall promptly provide additional cash to the Paying Agent to add to the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Paying Agent to make such payments under Section 2.1(a). Parent shall pay all charges and expenses of the Paying Agent in connection with the exchange of Company Common Stock for the Per Share Merger Consideration.

(b) Exchange Procedures.   Promptly after the Effective Time and in any event not later than the third (3rd) Business Day following the Effective Time, the Surviving Corporation shall cause to be

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mailed to each record holder, as of the Effective Time, of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (each, a “Certificate”), which have converted into the right to receive the Per Share Merger Consideration with respect thereto pursuant to Section 2.1, a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Person shall pass, only upon proper delivery of such Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Paying Agent shall issue and deliver to the holder of such Certificate, by check or wire transfer (as specified in the letter of transmittal), a cash amount (less any required Tax withholdings as provided in Section 2.6) equal to the product of  (i) the Per Share Merger Consideration and (ii) the number of shares of Company Common Stock formerly represented by such Certificate and such Certificate shall then be canceled. Promptly after the Effective Time and in any event not later than the third (3rd) Business Day following the Effective Time, the Paying Agent shall issue and deliver to each holder, as of the Effective Time, of interest formerly representing uncertificated shares of Company Common Stock that were represented by book-entry (“Book-Entry Shares”), which have converted into the right to receive the Per Share Merger Consideration with respect thereto pursuant to Section 2.1, a check or wire transfer for an amount of cash (less any required Tax withholdings as provided in Section 2.6) equal to the product of  (A) the Per Share Merger Consideration and (B) the number of such Book-Entry Shares, without such holder being required to deliver a Certificate or an executed letter of transmittal to the Paying Agent. No interest shall be paid or accrued for the benefit of holders of the shares of Company Common Stock on the Per Share Merger Consideration payable in respect thereof. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, it shall be a condition of payment that such Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer or such Book-Entry Share shall be properly transferred and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration as contemplated by Section 2.1.

(c) Transfers.   From and after the Effective Time, there shall be no transfers of shares of the Company Common Stock on the stock transfer books of the Company. If, after the Effective Time, any Certificate is presented to the Surviving Corporation, Parent or the Paying Agent for transfer, it shall be cancelled and, subject to compliance with the procedures set forth in Section 2.2(b), exchanged for the cash amount to which the holder thereof is entitled pursuant to this Article II (less any required Tax withholdings as provided in Section 2.6) to be paid in the manner specified in the letter of transmittal to an account designated by such holder.

(d) Termination of Exchange Fund.   At any time after the date that is twelve (12) months after the Closing Date, Parent shall be entitled to require the Paying Agent to deliver to it any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains unclaimed by the holders of shares of Company Common Stock (other than Excluded Shares) issued and outstanding immediately prior to the Effective Time. Any holder of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) who has not theretofore complied with this Article II shall thereafter look only to Parent and the Surviving Corporation (subject to abandoned property, escheat or other similar laws) for payment of the amount to which such holder is entitled as a result of the Merger (upon due surrender of such holder’s shares of Company Common Stock in accordance with the terms hereof), without any interest thereon.

(e) Lost, Stolen or Destroyed Certificates.   If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in customary amount and upon such terms as may be reasonably required by Parent as indemnity against any claim

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that may be made against it or the Surviving Corporation or the Paying Agent with respect to such Certificate, the Paying Agent (or, if subsequent to the termination of the Exchange Fund and subject to Section 2.2(d), Parent) will deliver, in exchange for shares of Company Common Stock (other than Excluded Shares) represented by such lost, stolen or destroyed Certificate, an amount in cash (less any required Tax withholdings as provided in Section 2.6) equal to the product of  (i) the number of shares of Company Common Stock (other than Excluded Shares) represented by such lost, stolen or destroyed Certificate and (ii) the Per Share Merger Consideration.

Section 2.3. Treatment of Equity Awards.

(a) Options.   Prior to the Effective Time, the Company shall take all actions necessary to provide that each option to purchase shares of Company Common Stock granted pursuant to the Company Equity Plans or otherwise (other than pursuant to the ASPP) (each, an “Option”) that is outstanding immediately prior to the Effective Time shall, as of immediately prior to the Effective Time, vest in accordance with the terms and conditions applicable to the Option such that (i) all time-vesting Options shall fully vest (to the extent unvested) and (ii) all performance-vesting Options granted under the Company’s 2017 Enterprise Incentive Plan shall vest based on the actual level of performance for the quarter ending on or before the Effective Time, pro-rated based on the proration schedule set forth in Section 2.3(a) of the Company Disclosure Schedule. Prior to the Effective Time, the Company shall take all actions necessary to provide that that each Option that is outstanding and vested as of the Effective Time, shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, the holder of that Option or any other Person, be cancelled and terminated and converted at the Effective Time into the right to receive from Parent and the Surviving Corporation, as promptly as reasonably practicable after the Effective Time, but no later than thirty (30) days following the Effective Time, an amount in cash, without interest, equal to the product of  (i) the aggregate number of shares of Company Common Stock subject to such Option, multiplied by (ii) the excess, if any, of the Per Share Merger Consideration over the per share exercise price of such Option, less any Taxes required to be withheld in accordance with Section 2.6. For the avoidance of doubt, if there is no excess under subsection (ii), then the holder of such Option shall not be entitled to receive any amounts under this Section 2.3(a) and such Option shall be cancelled and terminated in accordance with this Section 2.3(a).