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Wrigley WM Jr Co – ‘PREM14A’ for 5/23/08

On:  Friday, 5/23/08, at 4:48pm ET   ·   For:  5/23/08   ·   Accession #:  1193125-8-121836   ·   File #:  1-00800

1 Reference:  By:  SEC – ‘UPLOAD’ on 6/19/08

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/23/08  Wrigley WM Jr Co                  PREM14A     5/23/08    1:1.4M                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14A     Preliminary Proxy Statement                         HTML   1.37M 

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant x                            Filed by a Party other than the Registrant ¨

Check the appropriate box:

Wm. Wrigley Jr. Company

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

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Preliminary Proxy Statement—Subject to Completion, dated May 23, 2008

Wm. WRIGLEY Jr. Company

Wrigley Building    •    410 North Michigan Avenue    •    Chicago, Illinois 60611

                    , 2008

Dear Stockholder:

You are cordially invited to attend a special meeting of stockholders of Wm. Wrigley Jr. Company to be held on                     , 2008 at             , Chicago time, at                     . At the special meeting, you will be asked to consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of April 28, 2008, among Wm. Wrigley Jr. Company, a Delaware corporation, Mars, Incorporated, a Delaware corporation, New Uno Holdings Corporation, a Delaware corporation, and New Uno Acquisition Corporation, a Delaware corporation. Pursuant to the merger agreement, New Uno Acquisition Corporation will merge with and into Wrigley with Wrigley continuing as the surviving corporation in the merger. The merger agreement provides that, following the merger, Wrigley will operate as a separate, stand-alone business unit operating under Mars.

If the merger is completed, holders of Wrigley Common Stock and Class B Common Stock will be entitled to receive $80.00 in cash, or the “merger consideration,” without interest and less any applicable withholding tax, for each share of Wrigley Common Stock or Class B Common Stock owned by them as of the effective time of the merger.

Our board of directors has determined that the merger agreement and the merger are advisable and in the best interests of Wrigley and its stockholders. Our board of directors has approved the merger agreement. Our board of directors unanimously recommends that you vote “FOR” adoption of the merger agreement at the special meeting.

Our board of directors considered a number of factors in evaluating the transaction and consulted with its legal and financial advisors in so doing. The enclosed proxy statement also provides detailed information about the merger agreement and the merger. We encourage you to read the proxy statement carefully.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. The merger agreement must be adopted by the affirmative vote of holders of two-thirds of the outstanding shares of our Common Stock and two-thirds of the outstanding shares of our Class B Common Stock, each voting as a separate class. Therefore, if you do not return your proxy card, submit your proxy via the Internet or telephone or attend the special meeting and vote in person, it will have the same effect as if you voted “AGAINST” adoption of the merger agreement. Only stockholders who owned shares of Wrigley Common Stock or Class B Common Stock at the close of business on                     , 2008, the record date for the special meeting, will be entitled to notice of and to vote at the special meeting. On behalf of the board of directors, we urge you to vote your shares by completing, signing, dating and returning the enclosed proxy card, or by submitting your proxy via the Internet or telephone as soon as possible, even if you currently plan to attend the special meeting.

PLEASE NOTE WE ARE REQUIRING ADMISSION TICKETS TO ATTEND THE SPECIAL MEETING. FOR MORE INFORMATION, PLEASE REFER TO THE ATTACHED NOTICE OF MEETING.

Thank you for your support. We look forward to seeing you at the special meeting.

Sincerely,

WILLIAM WRIGLEY, JR.

Executive Chairman

and Chairman of the Board

This proxy statement is dated                     , 2008 and is first being mailed to stockholders

of Wrigley on or about                     , 2008.

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WM. WRIGLEY JR. COMPANY

SPECIAL MEETING OF STOCKHOLDERS

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to address some commonly-asked questions regarding the special meeting and the merger. These questions and answers may not address all questions that may be important to you as a Wrigley stockholder. We urge you to read carefully the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents we refer to in this proxy statement.

Except as otherwise specifically noted in this proxy statement, the “Company,” and “we,” “our,” “us” and similar words in this proxy statement refer to Wm. Wrigley Jr. Company. Throughout this proxy statement we also refer to Wm. Wrigley Jr. Company as “Wrigley” and Mars, Incorporated as “Mars.” In addition, throughout this proxy statement, we refer to New Uno Holdings Corporation as “Holdings” and New Uno Acquisition Corporation as “Merger Sub.”

In addition, you are being asked to grant Wrigley management authority to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of adopting the merger agreement at the time of the special meeting.

PLEASE DO NOT SEND YOUR STOCK CERTIFICATES WITH YOUR PROXY CARD. YOU WILL RECEIVE DETAILED INSTRUCTIONS CONCERNING EXCHANGE OF YOUR STOCK CERTIFICATES IF THE MERGER IS CONSUMMATED.

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As of                 , 2008, the record date for determining who is entitled to vote at the special meeting, there were                  shares of Common Stock and                  shares of Class B Common Stock issued and outstanding. Each holder of Wrigley Common Stock is entitled to one vote per share of Common Stock owned by such holder and each holder of Wrigley Class B Common Stock is entitled to ten votes per share of Class B Common Stock owned by such holder.

If you do not have either an admission ticket or proof that you own shares, you will not be admitted to the special meeting. Seating will be limited. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the special meeting.

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Even if you plan to attend the special meeting in person, we urge you to complete, sign, date and return the enclosed proxy or submit your proxy via the Internet or telephone to ensure that your shares will be represented at the special meeting.

If your shares are held in “street name” through a broker or bank, you may vote through your broker or bank by completing and returning the voting form provided by your broker or bank, or by the Internet or telephone through your broker or bank if such a service is provided. To vote via the Internet or telephone through your broker or bank, you should follow the instructions on the voting form provided by your broker or bank.

Any written notice of revocation or subsequent proxy should be delivered to Computershare Trust Company, N.A., our transfer agent, or hand-delivered to our Secretary at or before the taking of the vote at the special meeting.

If you have instructed a broker to vote your shares, you must follow directions received from your broker to change those instructions.

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If you are a participant and you choose to provide voting instructions by mail, you may provide such instructions simply by completing, signing, dating and returning your enclosed proxy card. Participants also may provide voting instructions either via the Internet or telephonically. If you are a participant and you choose to provide voting instructions via the Internet or telephonically, you should follow the procedures and instructions on the enclosed proxy card. The deadline for providing voting instructions to the trustee via the Internet or telephonically is 1:00 am on                             , 2008.

Any allocated shares of our Common Stock and/or Class B Common Stock held in the Wrigley Savings Plan for which participant instructions are not timely received by the trustee will be voted by the trustee in the same proportion as it votes the shares for which voting instructions have been timely received.

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Innisfree M&A Incorporated at  (877) 825-8631 or Stockholder Relations, Wm. Wrigley Jr. Company, Wrigley Building, 410 North Michigan Avenue, Chicago, Illinois 60611, Telephone: (800) 874-0474.

Neither the Securities and Exchange Commission, or the “SEC,” nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger or passed upon the adequacy or accuracy of the disclosures in this proxy statement. Any representation to the contrary is a criminal offense.

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FORWARD-LOOKING STATEMENTS

This proxy statement and the documents to which we refer you in this proxy statement contain statements which constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “estimates,” “will,” “should,” “plans” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. Stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements as a result of various factors, including, without limitation:

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2007 identifies other factors that could cause such differences (see Item 1A. “Risk Factors” therein). No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

Wrigley undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Stockholders are advised, however, to consult any future disclosures Wrigley makes on related subjects as may be detailed in Wrigley’s other filings made from time to time with the SEC.

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MARKET PRICES AND DIVIDEND DATA

Our Common Stock is listed on The New York Stock Exchange under the symbol “WWY.” This table shows, for the periods indicated, the range of intraday high and low per share sales prices for our Common Stock as reported on The New York Stock Exchange and the frequency and amount of cash dividends declared on our Common Stock.

The following table sets forth the closing price per share of our Common Stock, as reported on The New York Stock Exchange on April 25, 2008, the last full trading day before the public announcement of the merger agreement, and on May 22, 2008 the latest practicable trading day before the filing of this proxy statement:

You are encouraged to obtain current market quotations for the Common Stock in connection with voting your shares. If the merger is consummated, there will be no further market for our Common Stock and our stock will be delisted from The New York Stock Exchange and deregistered under the Exchange Act.

We are limited in our ability to declare and pay dividends on our Common Stock by the merger agreement, which provides that we will not pay any dividend except for regularly quarterly cash dividends in the ordinary course of business consistent with past practice (and subject to the other limitations specified in the merger agreement) not to exceed $0.335 per share of Common Stock and Class B Common Stock. On May 13, 2008, our board of directors approved a dividend of $0.335 per share of Common Stock and Class B Common Stock payable on August 1, 2008 to stockholders of record on July 15, 2008.

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THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the board of directors of Wrigley for use at the special meeting of stockholders or at any adjournment or postponement thereof.

Date, Time and Place

We will hold the special meeting at                 , at                 , Chicago time, on                 , 2008.

Purpose of the Special Meeting

At the special meeting, we will ask our stockholders to adopt the merger agreement as it may be amended from time to time and, if there are not sufficient votes in favor of adoption of the merger agreement, to adjourn the special meeting to a later date, if necessary or appropriate, to solicit additional proxies. At this time, we know of no other matters to be submitted to our stockholders at the special meeting. If any other matters properly come before the special meeting or any adjournment or postponement of the special meeting, it is the intention of the persons named in the enclosed proxy card to vote the shares they represent in accordance with their judgment.

Record Date; Shares Entitled to Vote; Quorum

Only holders of record of our Common Stock and Class B Common Stock at the close of business on             , 2008, the record date, are entitled to notice of, and to vote at, the special meeting. On the record date,              shares of our Common Stock and              shares of our Class B Common Stock were issued and outstanding and held by approximately              and             holders of record, respectively. Holders of record of our Common Stock on the record date are entitled to one vote per share at the special meeting on the proposal to adopt the merger agreement and the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies. Holders of record of our Class B Common Stock on the record date are entitled to ten votes per share at the special meeting on the proposal to adopt the merger agreement and the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.

A quorum of stockholders is necessary to hold a valid special meeting. Under our by-laws, a quorum is present at the special meeting if holders of a majority of votes entitled to be cast represented by the shares of our Common Stock and Class B Common Stock, taken as a single class, outstanding and entitled to vote on the record date are present in person or represented by proxy, taken as a single class. In the event that a quorum is not present at the special meeting, it is expected that the meeting will be adjourned to solicit additional proxies. For purposes of determining the presence or absence of a quorum, abstentions and “broker non-votes” (where a broker or nominee does not have discretionary authority to vote on a matter) will be counted as present.

Vote Required; Abstentions and Broker Non-Votes

Adoption of the merger agreement requires the affirmative vote of holders of two-thirds of the outstanding shares of Common Stock and two-thirds of the outstanding shares of Class B Common Stock, each voting as a separate class. Adoption of the merger agreement by the requisite vote of our stockholders is a condition to the consummation of the merger.

Approval of any proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies requires the affirmative vote of the holders of a majority of the total number of votes entitled to be cast in respect of the shares of our Common Stock and Class B Common Stock, present in person or represented by proxy, at the special meeting, voting as a single class.

If a Wrigley stockholder abstains from voting, it will have the same effect as a vote against adoption of the merger agreement but will have no effect on the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies. Each “broker non-vote” will also have the same effect as a vote against adoption of the merger agreement but will have no effect on the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.

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Shares Held by Wrigley’s Directors and Executive Officers

At the close of business on                 , 2008, our directors and executive officers and their affiliates beneficially owned and were entitled to vote              shares of our Common Stock, which represented approximately         % of the shares of our outstanding Common Stock on that date and              shares of our Class B Common Stock, which represented approximately         % of the shares of our outstanding Class B Common Stock on that date. Our directors and executive officers have informed us that they currently intend to vote all of their shares of our Common Stock and Class B Common Stock “FOR” adoption of the merger agreement and “FOR” the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.

Voting of Proxies

If your shares are registered in your name, you may cause your shares to be voted by returning a signed proxy card or may vote in person at the special meeting. Additionally, you may submit a proxy authorizing the voting of your shares over the Internet or telephonically. Proxies submitted over the Internet or by telephone must be received by 11:59 p.m., Eastern Time, on             , 2008. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy over the Internet or telephone. Based on your Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend the special meeting and wish to vote in person, you will be given a ballot at the meeting. If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the special meeting in person.

Voting instructions are included on your proxy card. All shares represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in accordance with the instructions of the stockholder. Properly executed proxies that do not contain voting instructions will be voted “FOR” adoption of the merger agreement and “FOR” the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.

If your shares are held in “street name” through a broker or bank, you may vote through your broker or bank by completing and returning the voting form provided by your broker or bank, or by the Internet or telephone through your broker or bank if such a service is provided. To vote via the Internet or telephone through your broker or bank, you should follow the instructions on the voting form provided by your broker or bank. If you do not return your bank’s or broker’s voting form, do not vote via the Internet or telephone through your broker or bank, if possible, or do not attend the special meeting and vote in person with a proxy from your broker or bank, it will have the same effect as if you voted “AGAINST” adoption of the merger agreement.

Participants in the Wrigley Savings Plan who have shares of our Common Stock and/or Class B Common Stock allocated to their account under the Wrigley Savings Plan are entitled to provide voting instructions with respect to those shares that are allocated to their account. The trustee of the Wrigley Savings Plan will vote the shares of our Common Stock and/or Class B Common Stock allocated to a participant’s account in accordance with the participant’s instructions that are timely received.

If you are a participant and you choose to provide voting instructions by mail, you may provide such instructions simply by completing, signing, dating and returning your enclosed proxy card. Participants also may provide voting instructions either via the Internet or telephonically. If you are a participant and you choose to provide voting instructions via the Internet or telephonically, you should follow the procedures and instructions on the enclosed proxy. The deadline for providing voting instructions to the trustee via the Internet or telephonically is 1:00 am on             , 2008.

Any allocated shares of our Common Stock and/or Class B Common Stock held in the Wrigley Savings Plan for which participant instructions are not timely received by the trustee will be voted by the trustee in the same proportion as it votes the shares for which voting instructions have been timely received.

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Revocability of Proxies

Any proxy you give pursuant to this solicitation may be revoked by you at any time before it is voted. Proxies may be revoked by one of three ways.

Any written notice of revocation or subsequent proxy should be delivered to Computershare Trust Company, N.A., our transfer agent, or hand-delivered to our Secretary at or before the taking of the vote at the special meeting.

If you have instructed a broker or bank to vote your shares, you must follow directions received from your broker or bank to change those instructions.

Board of Directors Recommendation

Our board of directors has approved the merger agreement and determined that the merger agreement and the merger are advisable and in the best interests of Wrigley and its stockholders. Our board of directors unanimously recommends that stockholders vote “FOR” the proposal to adopt the merger agreement and also recommends that stockholders vote “FOR” the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of adopting the merger agreement at the time of the special meeting.

Solicitation of Proxies

The expense of soliciting proxies in the enclosed form will be borne by Wrigley. We have retained Innisfree M&A Incorporated, a proxy solicitation firm, to solicit proxies in connection with the special meeting at a cost of approximately $100,000 plus expenses. In addition, we may reimburse brokers, banks and other custodians, nominees and fiduciaries representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by certain of our directors, officers and employees, personally or by telephone, facsimile or other means of communication. No additional compensation will be paid for such services.

Householding of Special Meeting Materials

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements. This means that only one copy of our proxy statement may have been sent to multiple stockholders in each household. We will promptly deliver a separate copy of the proxy statement to any stockholder upon written or oral request to Stockholder Relations, Wm. Wrigley Jr. Company, Wrigley Building, 410 North Michigan Avenue, Chicago, Illinois 60611, Telephone: (800) 874-0474. Stockholders sharing an address who wish to receive a single set of reports or proxy statements may do so by contacting their banks or brokers, if they are beneficial holders, or by contacting Wrigley at the address set forth above, if they are record holders.

Stockholder List

A list of our stockholders entitled to vote at the special meeting will be available for examination by any Wrigley stockholder at the special meeting. For ten days prior to the special meeting, this stockholder list will be available for inspection during ordinary business hours at our principal place of business located at the Wrigley Building, 410 North Michigan Avenue, Chicago, Illinois 60611.

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TH E COMPANIES

Wm. Wrigley Jr. Company

Wm. Wrigley Jr. Company is a recognized leader in confections with a wide range of product offerings including gum, mints, hard and chewy candies, lollipops and chocolate. The Company had global sales of $5.4 billion in 2007 and distributes its world-famous brands in more than 180 countries. Three of these brands – Wrigley’s Spearmint^®, Juicy Fruit^® and Altoids^® – have heritages stretching back more than a century. Other well-loved brands include Doublemint^®, Life Savers^®, Big Red^®, Boomer^®, Pim Pom^®, Winterfresh^®, Extra^®, Freedent^®, Hubba Bubba^®, Orbit^®, Excel^®, Creme Savers^®, Eclipse^®, Airwaves^®, Solano^®, Sugus^®, P.K.^®, Cool Air^® and 5™.

We are incorporated under the laws of the State of Delaware. Our principal executive offices are located at the Wrigley Building, 410 North Michigan Avenue, Chicago, Illinois 60611. Our telephone number is (312) 644-2121. Our corporate website is located at www.wrigley.com. Additional information regarding Wrigley is contained in our filings with the SEC. See “Where You Can Find More Information” beginning on page 84.

Mars, Incorporated

Mars, Incorporated is a private family company, the control of all the stock of which rests with the family of Forrest E. Mars, Sr. Mars produces some of the world’s leading confectionery, food and petcare products and has growing drinks and health & nutrition businesses. Headquartered in McLean, Virginia, Mars operates in more than 66 countries and employs more than 48,000 associates worldwide. Mars’ global sales were $22 billion in 2007. Founded in 1911, Mars manufactures and markets a variety of products under many of the world’s most recognizable trademarks, including DOVE^®, MILKY WAY^®, M&M’S^®, SNICKERS^®, MARS^®, UNCLE BEN’S^® Rice, ROYAL CANIN^®, PEDIGREE^® and WHISKAS^®.

Mars’ principal executive offices are located at 6885 Elm Street, McLean, Virginia 22101 and its telephone number is (703) 821-4900.

New Uno Holdings Corporation

New Uno Holdings Corporation was formed by Mars solely for the purpose of entering into the merger agreement and completing the merger and the other transactions contemplated by the merger agreement. Holdings’ principal executive offices are located at c/o Mars, Incorporated, 6855 Elm Street, McLean, Virginia 22101. Holdings’ telephone number is (703) 821-4900. Holdings has not conducted any business operations other than in connection with the transactions contemplated by the merger agreement.

New Uno Acquisition Corporation

New Uno Acquisition Corporation was formed by Holdings solely for the purpose of entering into the merger agreement and completing the merger and the other transactions contemplated by the merger agreement. Merger Sub’s principal executive offices are located at c/o Mars, Incorporated, 6855 Elm Street, McLean, Virginia 22101. Merger Sub’s telephone number is (703) 821-4900. Merger Sub has not conducted any business operations other than in connection with the transactions contemplated by the merger agreement. Upon consummation of the merger, Merger Sub will cease to exist and Wrigley will continue as the surviving corporation.

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THE MERGER

Background to the Me rger

During 2006, Goldman Sachs arranged for an introductory meeting between the Company and Mars. The Company and Mars entered into a confidentiality agreement and discussed various potential business arrangements, none of which involved a change of control. Such arrangements included potential joint ventures outside the United States. None of these discussions resulted in any formal arrangements being established.

During an August 2007 meeting held pursuant to its customary corporate governance practices, the board of directors, in consultation with the Company’s senior management, reviewed the five-year strategic business plan prepared by the Company’s management and, at its January 2008 meeting, the board of directors reviewed a presentation from the Company’s senior management concerning the opportunities and risks in executing the five-year strategic business plan.

The Company’s senior management from time to time in the ordinary course has considered and evaluated potential strategic opportunities, both internally and in informal discussions with representatives of various investment banking firms, including Goldman Sachs. Similarly, Mars’ senior management from time to time in the ordinary course has considered and evaluated potential strategic opportunities, both internally and in informal discussions with various investment banking firms, including J.P. Morgan Securities Inc. and Goldman Sachs. In connection with these client service activities, representatives of Mars had informal discussions with representatives of Goldman Sachs about potential equity investments in or negotiated transactions involving a number of companies. As these discussions evolved, at Mars’ request, Goldman Sachs, based solely on publicly available information and using illustrative ranges of transaction premiums specified by Mars, reviewed with Mars preliminary analyses of hypothetical transactions involving Wrigley, including possible financing structures and sources. Subsequently, at Mars’ request, a representative of Goldman Sachs introduced representatives of Mars to a representative of Berkshire Hathaway, at which meeting Mars’ representatives discussed possible financing for a potential transaction with Wrigley.

On April 1, 2008, William Wrigley, Jr., our Executive Chairman and Chairman of the Board, was contacted by Paul S. Michaels, Global President of Mars, and Olivier C. Goudet, Chief Financial Officer of Mars, to request a meeting to discuss Mars’ interest in a possible transaction with the Company.

From April 1 to April 3, 2008, Mr. Wrigley, Jr. contacted each of the members of the Company’s board of directors to inform them of the April 1 contact. Mr. Wrigley, Jr. also contacted a representative of Goldman Sachs to inform them of the April 1 contact.

On April 11, 2008, Mr. Wrigley, Jr. met with Mr. Michaels and Mr. Goudet. Messrs. Michaels and Goudet orally outlined a proposal to acquire the Company in a merger transaction at $76 per share. They emphasized the similar cultures existing in the two companies and Mars’ practice of maintaining the stand-alone operation of the companies after completing an acquisition. They indicated that Mars intended that the Company’s headquarters would remain in Chicago and to operate the Company as a separate business unit with the existing leadership team intact and Mr. Wrigley, Jr. serving as Executive Chairman of the Company following the merger. They also described a plan to contribute the Skittles^® and Starburst^® product lines to the Company following the merger to be operated with the Company’s other “sugar” products. Messrs. Michaels and Goudet also said that this was a friendly proposal to be discussed on an exclusive basis and that Mars would withdraw its proposal if the board of directors of the Company was not interested in pursuing the combination or if the Company wanted to conduct any type of auction process. Messrs. Michaels and Goudet also informed Mr. Wrigley, Jr. that Mars intended to engage J.P. Morgan Securities Inc. as its financial advisor if a transaction were to be pursued. Mr. Wrigley, Jr. informed Messrs. Michaels and Goudet that Wrigley intended to engage Goldman Sachs as its financial advisor if a transaction were to be pursued. Each of J.P. Morgan Securities Inc. and Goldman Sachs had historically provided investment banking services to both Mars and Wrigley.

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On April 12, 2008, the Company’s board of directors met to discuss the proposal from Mars. Mr. Wrigley, Jr. described in detail the substance of his meeting and the proposal that was described to him by the executives of Mars. The board meeting was attended by a representative of Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden, Arps”), who advised the board of directors in this context, and a representative of Goldman Sachs, who discussed Mars and its recent acquisition history, and reviewed certain financial aspects of the proposal. The Company’s board of directors authorized the representative of Goldman Sachs to engage in further discussions with Mars, to indicate to Mars that the current offer price of $76 per share was inadequate, and also to better understand the financing structure alternatives for the transaction.

Between April 12 and April 16, 2008, representatives of Goldman Sachs had numerous discussions with the representatives of Mars to learn more about financing structure alternatives for the transaction, the areas and depth of diligence required by Mars given the Company’s sensitivity with respect to confidentiality and the offer price. In addition, with the consent of the Company, between April 12 and April 16, a representative of Goldman Sachs had numerous discussions with a representative of Berkshire Hathaway to discuss the possibility of an acceptable financing commitment from Berkshire Hathaway. Prior to a meeting of the Company’s board of directors on April 17, 2008, Mars indicated to representatives of Goldman Sachs that it was prepared to raise its offer price to $77 per share.

The Company’s board of directors met on April 17, 2008 to discuss further the proposal from Mars. A representative from Goldman Sachs reported upon the revised offer from Mars, the proposed financing structure for the transaction, the status of the financing discussions with Berkshire Hathaway and the limited due diligence being requested by Mars. The board of directors discussed the U.S. and foreign antitrust issues presented by the transaction, the timeline for the antitrust process and possible strategies for obtaining any required antitrust approvals expeditiously. Representatives from Goldman Sachs reviewed the financial aspects of the Mars proposal. Reuben Gamoran, Chief Financial Officer of the Company, reviewed the Company’s current five-year strategic business plan and described the revisions, made in light of the performance of the Company and exchange rates in the first quarter of 2008, to the five-year strategic business plan previously reviewed with the board of directors at its August 2007 meeting. The board of directors was also advised that Mars had requested that Goldman Sachs or its affiliate provide financing to Merger Sub in connection with the transaction and act on behalf of Holdings and Merger Sub as placement agent in connection with the equity and debt financing to be provided by Berkshire Hathaway in connection with the transaction. The board of directors discussed the potential conflicts of interest (or the perception thereof) that could be deemed to arise as a result of Goldman Sachs acting as a lender and placement agent in connection with the transaction, and the fees to be received by Goldman Sachs or its affiliates in connection therewith. The board of directors observed that, given Goldman Sachs’ familiarity with the Company and Berkshire Hathaway and the mutual desire for speed and confidentiality in connection with the transaction, Goldman Sachs and its affiliate were uniquely positioned to assist in the financing of the transaction as lender and placement agent. Following a discussion by the board of directors relating to the risks and benefits of Goldman Sachs or its affiliate assisting in the financing for the transaction, the board of directors requested that Goldman Sachs and its affiliate assist in the financing of the transaction as lender and placement agent and approved Goldman Sachs and its affiliate acting in such capacities. In light of the foregoing, the board then determined to engage William Blair, to act as its independent financial advisor in connection with the transaction and to provide a separate review of the fairness, from a financial point of view, to the Company’s stockholders of the consideration paid in any transaction. Following an executive session of the independent members of the board of directors, the board requested that Goldman Sachs respond to the Mars proposal and indicate that, in the board’s view, the price was still inadequate.

Following the board meeting, a representative of Goldman Sachs contacted Mars and engaged in further negotiations regarding their proposal. As a result of these discussions, Mars increased its offer price to $79.50 per share, plus or minus $0.50 per share, depending on the results of the diligence process.

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On April 17, 2008, Simpson Thacher & Bartlett, LLP (“Simpson Thacher”), counsel to Mars, distributed a proposed draft merger agreement to Skadden, Arps and Skadden, Arps delivered a draft confidentiality agreement to Simpson Thacher. The draft merger agreement provided that an acquisition vehicle formed by Mars, rather than Mars itself, would be a party to the merger agreement. The draft merger agreement did not provide for the remedy of specific performance against the acquisition vehicle but did provide for the payment of a termination fee payable by the acquisition vehicle (the payment of which would be guaranteed by Mars pursuant to a separate limited guarantee) in the event of a breach of the merger agreement by the acquisition vehicle that resulted in the transaction not closing, including as a result of the failure to receive financing. The draft merger agreement also contemplated, among other things, a voting agreement to be executed by Mr. Wrigley, Jr. with respect to the shares of the Company’s Common Stock and Class B Common Stock that he owned or over which he had the power to direct the vote.

On April 18, 2008, the Company and Mars entered into a confidentiality agreement to facilitate the exchange of confidential information.

On April 19 and 20, 2008, management and the legal and financial advisors of Mars met with members of senior management of the Company and its legal and financial advisors to conduct due diligence with respect to the Company.

On April 20, 2008, Skadden, Arps sent comments to the initial draft of the merger agreement to Simpson, Thacher.

During the week of April 21, 2008, Mars continued to conduct due diligence with respect to the Company.

On April 21, 2008, Skadden, Arps and Simpson Thacher met to negotiate the terms of the merger agreement.

On April 22, 2008, Mr. Wrigley, Jr. met with a representative of Berkshire Hathaway to discuss the transaction.

On April 22, 2008, Simpson Thacher sent a revised draft merger agreement to Skadden, Arps. A draft of the voting agreement was provided to the counsel to Mr. Wrigley, Jr. (which counsel was different from the Company’s counsel). The draft voting agreement contained a covenant to add the Wrigley Private Trust Company as a party to the voting agreement after announcement of the transaction.

On April 23, 2008, the Company’s board of directors met to further discuss the Mars proposal. Representatives of Goldman Sachs updated the board members on the status of the negotiations between the parties and the related financing. The board of directors discussed the key terms and conditions of the latest draft of the merger agreement. In particular, the board discussed the negotiations which had occurred involving the termination provisions and the remedies set forth in the latest draft merger agreement. Goldman Sachs reviewed the financial aspects of the then current Mars proposal. William Blair, meeting separately with the board, reviewed the structure of the transaction and described the work it was conducting to enable it to opine on the fairness, from a financial point of view, of the consideration to be paid to holders of the Company’s Common Stock and Class B Common Stock in the transaction. The board met in executive session, both with and without Mr. Wrigley, Jr. and William D. Perez, our President and Chief Executive Officer, to discuss the terms and structure of the proposed transaction, the termination provisions and the related termination fees, the conditions to the transaction, the likelihood of the transaction closing and the impact of the transaction announcement on the Company.

On April 23, 2008, and continuing through April 28, 2008, the parties and their respective legal advisors conducted further negotiations of the terms and conditions of the merger agreement. These negotiations focused on the covenants and closing conditions to be included in the merger agreement, as well as the limitations to be included in the merger agreement on the Company’s ability to contact or engage in discussions with other potential acquirers. The negotiations also addressed the circumstances under which the parties could terminate the merger agreement, the circumstances

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under which a termination fee would be payable by the parties to the merger agreement, the amounts of such termination fees, the other remedies available to the parties upon breach of the merger agreement and any limitations thereon. During these negotiations, Mars indicated that it was critical to Mars to limit the Company’s recourse against Mars in the event of a breach of the merger agreement by Holdings or Merger Sub or a termination of the merger agreement and that Mars was not prepared to proceed with the transaction if the Company’s recourse against Mars was not limited.

On April 23, 2008, Mr. Wrigley, Jr. met with John Mars and Forrest Mars, Jr., owners of Mars, to discuss the transaction and the cultures of each company.

On April 24, 2008, the board of directors met to review the status of negotiations with Mars. Representatives of Goldman Sachs reported on the status of the financing negotiations, including that an understanding had been reached with Berkshire Hathaway related to the terms of its financing commitment. The board of directors discussed the negotiations regarding termination events, related termination fees and remedies.

On April 25, 2008, Mars received an executed commitment letter from Berkshire Hathaway, Inc., and a copy was forwarded to Skadden, Arps for review.

On April 25, 2008, the board of directors met to consider the status of the Mars proposal. A representative of Goldman Sachs described the status of the financing negotiations between Mars and its financing sources. The representative of Goldman Sachs also indicated that Mars was not willing to complete negotiations on price, the termination provisions, related termination fees and remedies until its financing negotiations were completed. A copy of the draft merger agreement and draft voting agreement were provided to each member of the board of directors. The board of directors discussed the terms and conditions of the latest draft merger agreement. Mr. Wrigley, Jr. recessed the meeting to speak to Mars, together with the Company’s financial advisors, regarding the status of negotiations and the timing for a response from Mars on the remaining issues. When the meeting reconvened, Goldman Sachs reviewed its financial analysis of the proposed transaction. The board of directors discussed work being done, in conjunction with the counsel for Mars, regarding the regulatory filings that would be required in conjunction with the proposed transaction, the likely timing of such filings and the possible timing of and process to achieve the necessary approvals to close the transaction. William Blair reviewed its financial analysis of the proposed transaction. The meeting was again recessed to accept a telephone call from a representative of Mars. When the meeting reconvened, Mr. Wrigley, Jr. reported that Mars had made the following proposal: (i) a fee of $500 million payable by the Company to Mars if the Company accepted a higher offer; (ii) a fee of between $500 million and $1 billion payable to the Company by Mars upon failure of the transaction to close under certain circumstances due to a breach of Holdings’ or Merger Sub’s obligations under the merger agreement; (iii) a fee of $1 billion payable to the Company by Mars upon failure of the transaction to close under certain circumstances due to the failure to receive certain antitrust approvals; (iv) the offer price remained at $79.50 with the possibility of further increase following the completion of Mars’ financing negotiations; (v) Mars would become a party to the merger agreement for the limited purpose of guaranteeing the payment of any reverse termination fee and other expense reimbursement and indemnity provisions relating to the financing; (vi) the merger agreement would contain an undertaking for Mars to contribute its Starburst^® and Skittles^® brands to the Company after closing; and (vii) Mars would not require a voting agreement from Mr. Wrigley, Jr. as a condition to the transaction. After extensive discussion and deliberation on the proposed transaction, the board of directors determined that negotiations with Mars should continue.

On April 26, 2008, Skadden, Arps and Simpson Thacher continued to negotiate the terms of the merger agreement.

On April 27, 2008, a copy of the draft commitment letter of Goldman Sachs Credit Partners L.P. was forwarded to Skadden, Arps for review.

On April 27, 2008, the board of directors met to receive a report from management and the Company’s legal and financial advisors on the proposed transaction and the resolution of the issues discussed at its meeting on April 25, 2008. Mr. Wrigley reported that Mars had increased its offer to

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$80.00 per share and had proposed an alternative termination fee structure that included a $690 million fee payable to Mars if the Company accepted a higher offer and a $690 million fee payable to the Company if the merger did not close due to the failure to receive the proceeds of the financing under circumstances in which Holdings and Merger Sub were not otherwise in willful and material breach of the merger agreement, but that Mars was willing to pay the Company a reverse termination fee of $1 billion if the merger did not close due to the failure to receive the regulatory approvals or Mars willfully and materially breached the merger agreement. A copy of the revised draft merger agreement was provided to each member of the board of directors. The board of directors discussed the changes reflected in the current draft merger agreement from the draft discussed at the April 25 board meeting and the provisions of the Berkshire Hathaway and Goldman Sachs Credit Partners L.P. financing commitments. Mr. Wrigley, Jr. then recessed the meeting to take a phone call from Mars with the Company’s financial and legal advisors. Upon reconvening, Mr. Wrigley, Jr. reported that Mars had amended its proposal to provide for a single reverse termination fee of $1 billion payable to the Company if Holdings failed to consummate the merger on or prior to the last day of the marketing period and all conditions were satisfied or in certain other circumstances in which the merger agreement was terminated due to a breach by Holdings or Merger Sub. The board of directors then discussed the provisions of the JPMorgan commitment letter which had been forwarded to Skadden, Arps during the meeting. Goldman Sachs provided its oral opinion to the board of directors, later confirmed in writing, that, based upon and subject to the factors and assumptions set forth therein, the $80.00 per share in cash to be received by the holders (other than Holdings or its affiliates) of Common Stock and Class B Common Stock, taken in the aggregate, pursuant to the merger agreement was fair from a financial point of view to such holders. William Blair delivered its oral opinion, later confirmed by its written opinion, to the effect that, based upon and subject to the assumptions, procedures, factors, limitations and qualifications set forth in the opinion, the $80.00 per share in cash to be received by the holders of the outstanding shares of Wrigley Common Stock and Class B Common Stock, collectively, pursuant to the merger agreement was fair, from a financial point of view, to those holders (other than Holdings or its affiliates). During the course of the presentations by Goldman Sachs and William Blair, representatives of Goldman Sachs and William Blair responded to questions from members of the Company’s board of directors confirming or clarifying their understanding of the analyses performed and opinions rendered by Goldman Sachs and William Blair. After further discussion, the Company’s board of directors unanimously determined that the merger agreement and the merger were advisable and in the best interests of the Company and its stockholders, approved the merger agreement and authorized its execution and resolved to recommend that the Company’s stockholders adopt the merger agreement.

On April 28, 2008, the Company received executed copies of the signed commitments of JPMorgan and Goldman Sachs Credit Partners L.P. to provide the financing for the proposed transaction and the parties executed the merger agreement. The Company and Mars publicly announced the transaction through the issuance by each party of a press release prior to the opening of The New York Stock Exchange on April 28, 2008.

Recommendation of Wrigley’s Board of Directors and Reasons for the Merger

Our board of directors unanimously recommends that you vote “FOR” adoption of the merger agreement and “FOR” adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of adopting the merger agreement at the time of the special meeting.

At a special meeting of our board of directors on April 27, 2008, our board of directors determined that the merger agreement and the merger are advisable and in the best interests of Wrigley’s stockholders and approved the merger agreement. In the course of reaching its decision over several board meetings, our board of directors consulted with our senior management, financial advisors and legal counsel, reviewed a significant amount of information and considered a number of factors, including, among others, the following:

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Our board of directors also considered potentially negative factors in its deliberations concerning the merger including, among others, the following:

In view of the variety of factors considered in connection with its evaluation of the merger, our board of directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given differing weights to different factors.

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Financing

The total amount of funds necessary to complete the merger and the related transactions is anticipated to be approximately $23 billion, including the assumption, refinancing, repayment or redemption of certain of our outstanding indebtedness and the payment of customary fees and expenses in connection with the proposed merger and financing arrangements. These amounts are expected to be funded by new credit facilities, private offerings of debt securities and equity financing. Both the debt and equity financing commitments are subject to various conditions.

Equity Financing

Holdings has received an equity commitment letter from Mars for an aggregate investment of $11.6 billion. Pursuant to the equity commitment letter, and subject to the conditions and terms therein, Mars has agreed to purchase, or cause the purchase of, equity securities of Holdings for an aggregate purchase price of $11.6 billion, solely for the purpose of allowing Holdings and/or Merger Sub to fund a portion of the merger consideration and related expenses, subject to reduction if the entire amount of such equity commitment is not needed in order to consummate the merger. Mars is permitted to assign all or a portion of its obligations under the equity commitment letter, provided that Mars remains obligated to perform its obligations under the equity commitment letter to the extent not performed by the assignee. The obligation of Mars to fund its commitment under the equity commitment letter is subject to the satisfaction or waiver of the conditions to the obligations of Holdings and Merger Sub to effect the closing under the merger agreement, the substantially concurrent funding of the other equity and debt financings described below and the substantially concurrent consummation of the merger.

In addition, Berkshire Hathaway has provided a commitment letter, dated April 25, 2008, pursuant to which Berkshire Hathaway has agreed to invest $2.1 billion in equity securities of the surviving corporation in the merger or one or more acquisition parent companies of the surviving corporation in the merger.

Debt Financing

In connection with the execution and delivery of the merger agreement, Merger Sub received a debt commitment letter, dated April 28, 2008, from Goldman Sachs Credit Partners L.P. to provide up to $5.7 billion in aggregate debt financing, consisting of (i) up to $1.0 billion under a senior secured Tranche A term loan facility, (ii) up to $4.45 billion under a senior secured Tranche B term loan facility and (iii) up to $250 million under a senior secured revolving credit facility. The debt financing from Goldman Sachs Credit Partners L.P. will be used to finance, in part, the payment of the merger consideration, the repayment or refinancing of certain of our debt outstanding on the closing date of the merger and the payment of fees and expenses in connection with the merger, refinancing, financing and related transactions and, after the closing date of the merger, to provide for ongoing working capital and general corporate purposes.

The facilities contemplated by the debt financing commitments from Goldman Sachs Credit Partners L.P. are subject to customary closing conditions, including, among others:

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In addition, Mars received a debt commitment letter, dated April 28, 2008, from JPMorgan Chase Bank, N.A. and J.P. Morgan Securities Inc., which debt commitment letter was amended, restated and replaced in its entirety on substantially the same terms by a debt commitment letter, dated May 16, 2008 from JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc., Bank of America, N.A., Banc of America Private Placement Funding Group, LLC, Banc of America Securities LLC, BNP Paribas, BNP Paribas Securities Corp., Citibank, N.A., Citigroup Global Markets Inc., Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Lloyds TSB Bank plc, The Royal Bank of Scotland plc and RBS Securities Corporation d/b/a RBS Greenwich Capital (collectively, the “Mars Senior Lenders”) to provide approximately $12.0 billion in aggregate debt financing, consisting of (i) a $1.5 billion senior unsecured revolving credit facility, (ii) an $8.5 billion senior unsecured term loan facility and (iii) a $2.0 billion senior unsecured bridge facility. The debt financing from the Mars Senior Lenders will be used to finance the equity contribution from Mars described above, the repayment or refinancing of certain debt of Mars outstanding on the closing date of the merger, and the payment of fees and expenses in connection with the merger, refinancing, financing and related transactions and, after the consummation of the merger, will be used for Mars’ general corporate purposes, including to fund Mars’ working capital.

The funding of the facilities contemplated by the debt financing commitment from the Mars Senior Lenders is subject to customary closing conditions, including, among others:

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Berkshire Hathaway also provided a commitment letter, dated April 25, 2008, pursuant to which Berkshire Hathaway has agreed to provide $4.4 billion in subordinated debt financing to the surviving corporation in the merger.

As of the date of this proxy statement, no alternative financing arrangements or alternative financing plans have been made in the event the debt financing described in this proxy statement is not available as anticipated.

Holdings has agreed in the merger agreement to use 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 to consummate the financings on the terms and conditions described in the financing commitment letters described above (or on revised terms no less favorable in any material respect to Holdings (as determined in the reasonable judgment of Holdings), which terms do not contain any provisions which would reasonably be expected to prevent, materially delay or materially impede the consummation of the financings or the transactions contemplated by the merger agreement), including using its reasonable best efforts to:

Opinion of Goldman Sachs

Goldman Sachs delivered its written opinion to Wrigley’s board of directors that, as of April 28, 2008, based upon and subject to the factors and assumptions set forth therein, the $80.00 per share in cash to be received by the holders (other than Holdings or its affiliates) of Common Stock and Class B Common Stock, taken in the aggregate, pursuant to the merger agreement was fair from a financial point of view to such holders. Goldman Sachs did not express any opinion with respect to the allocation of the aggregate consideration among the holders of Common Stock and Class B Common Stock in the transaction.

THE FULL TEXT OF THE WRITTEN OPINION OF GOLDMAN SACHS, DATED APRIL 28, 2008, WHICH SETS FORTH ASSUMPTIONS MADE, PROCEDURES FOLLOWED, MATTERS CONSIDERED AND LIMITATIONS ON THE REVIEW UNDERTAKEN IN CONNECTION WITH THE OPINION, IS ATTACHED HERETO AS ANNEX B. GOLDMAN SACHS PROVIDED ITS OPINION FOR THE INFORMATION AND ASSISTANCE OF WRIGLEY’S BOARD OF DIRECTORS IN CONNECTION WITH ITS CONSIDERATION OF THE TRANSACTION. THE GOLDMAN SACHS OPINION IS NOT A RECOMMENDATION AS TO HOW ANY HOLDER OF COMMON STOCK OR CLASS B COMMON STOCK SHOULD VOTE WITH RESPECT TO THE ADOPTION OF THE MERGER AGREEMENT 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:

Goldman Sachs also held discussions with members of the senior management of Wrigley regarding their assessment of the past and current business operations, financial condition and future prospects of Wrigley. In addition, Goldman Sachs reviewed the reported price and trading activity for the Common Stock, compared certain financial and stock market information for Wrigley 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 confectionery industry specifically and in other industries generally and performed such other studies and analyses, and considered such other factors, as it considered appropriate.

For purposes of rendering the opinion described above, Goldman Sachs relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by it. In that regard, Goldman Sachs assumed, with Wrigley’s consent, that the forecasts for Wrigley prepared by its management were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Wrigley. In addition, Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities) of Wrigley or any of its subsidiaries, nor was any evaluation or appraisal of the assets or liabilities of Wrigley or any of its subsidiaries furnished to Goldman Sachs.

Goldman Sachs’ opinion does not address any legal, regulatory, tax or accounting matters, nor does it address the underlying business decision of Wrigley to engage in the transaction, or the relative merits of the transaction as compared to any strategic alternatives that may be available to Wrigley. Goldman Sachs was not requested to solicit, and did not solicit, interest from other parties with respect to an acquisition of, or other business combination with, Wrigley or any other alternative transaction. Goldman Sachs’ opinion addresses only the fairness from a financial point of view, as of the date of the opinion, of the $80.00 per share in cash to be received by the holders (other than Holdings or its affiliates) of Common Stock and Class B Common Stock, taken in the aggregate, pursuant to the merger agreement. Goldman Sachs did not express an opinion with respect to the allocation of the aggregate consideration among the holders of the various types of shares in the transaction. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the merger agreement or the transaction, including, without limitation, the fairness of the transaction to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of Wrigley, Holdings or Merger Sub; 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 Wrigley, Holdings or Merger Sub, or class of such persons in connection with the transaction, whether relative to the $80.00 per share in cash to be received by the holders of Common Stock and Class B Common Stock pursuant to the merger agreement or otherwise. In addition, Goldman Sachs’ opinion does not express any view on, and does not address, any aspect of any other contractual arrangement Wrigley or any of its affiliates has entered into or may enter into in

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connection with the transaction. Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions, as in effect on, and the information made available to it as of, the date of the 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 its opinion. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the board of directors of Wrigley in connection with rendering the opinion described above. The following summary, however, 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 April 27, 2008 and is not necessarily indicative of current market conditions.

Historical Stock Trading Analysis. Goldman Sachs reviewed the historical daily closing prices for the Wrigley Common Stock and the historical weekly ratio of closing prices to estimated year-end earnings per share (based upon median estimates from Institutional Brokers’ Estimate System, which we refer to as “IBES”) for the 20-year period ended April 25, 2008. We refer to earnings per share as “EPS” and a ratio of price to future EPS as a “forward P/E multiple”. Goldman Sachs also reviewed the historical monthly IBES estimates of EPS and one-year forward P/E multiples for Wrigley based on such EPS estimates for the 10-year period ended April 25, 2008, as well as IBES’ projected 5-year EPS compound annual growth rates for Wrigley and Wrigley’s historical EPS growth rate during the 10-year period. Goldman Sachs also reviewed IBES’ projected EPS relative to IBES’ one-year forward EPS multiple for Wrigley over this 10-year period. Goldman Sachs further reviewed historical closing prices for the Wrigley Common Stock for the 10-year period ended April 25, 2008, relative to the operating performance of Wrigley through December 31, 2007 and the Company’s estimates for the year ending December 31, 2008 as indicated by EPS growth and the ratio of earnings before interest and taxes to sales, or “EBIT margin”. We refer to earnings before interest and taxes as “EBIT”.

Goldman Sachs reviewed indexed historical weekly closing prices and one-year forward P/E multiples based on IBES EPS estimates for Wrigley compared to The Hershey Company, to the other selected companies described under “—Selected Companies Analysis” below and to the S&P 500 Index for the 10-year period ended April 25, 2008. Goldman also reviewed indexed relative historical weekly one-year forward P/E multiples based on IBES EPS estimates for Wrigley compared to The Hershey Company, for Wrigley compared to Cadbury Schweppes plc and for Wrigley compared to the other selected companies described under “—Selected Companies Analysis” below for the 10-year period ended April 25, 2008, as well as the average relative historical one-year forward P/E multiples based on IBES EPS estimates for Wrigley compared to The Hershey Company, for Wrigley compared to Cadbury Schweppes plc and for Wrigley compared to the other selected companies described under “—Selected Companies Analysis” below, over the ten-year, five-year, three-year and one-year periods ending April 25, 2008, as well as those relative multiples as of April 25, 2008.

Transaction Premium Analysis. Goldman Sachs analyzed the $80.00 per share to be received by holders of Common Stock and Class B Common Stock, taken in the aggregate, pursuant to the transaction compared to the market price of the Common Stock as of April 25, 2008, the weighted average market prices of the Common Stock for the three-month, six-month and one-year periods ended April 25, 2008 and the all-time high market price of the Common Stock on October 18, 2007.

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The following table presents the results of Goldman Sachs’ analysis:

Goldman Sachs analyzed premiums paid in all cash deals since 1998 with an enterprise value (which Goldman Sachs defines as diluted market capitalization plus net debt) of greater than $5 billion, relative to the market price for the target company’s stock four weeks prior to announcement, the 52-week high market price for the target company’s stock prior to announcement and the all-time high market price for the target company’s stock prior to announcement. This analysis indicated that 45.1% of the transactions reviewed reflected premiums of 30% or less to the market price four weeks prior to announcement, 83.8% of the transactions reviewed reflected premiums of 20% or less to the 52-week high market price prior to announcement and 88.5% of the transactions reviewed reflected premiums of 20% or less to the all-time high market price prior to announcement. Goldman Sachs noted that the $80.00 per share to be received by holders of Common Stock and Class B Common Stock, taken in the aggregate, pursuant to the transaction represented a premium of 28% to the market price four weeks prior to announcement, a premium of 17% to the 52-week high market price prior to announcement, and a premium of 17% to the all-time high market price prior to announcement.

Transaction Multiples Analysis. Goldman Sachs performed certain analyses based on historical information for Wrigley for the year ended December 31, 2007, the twelve-month period ended March 31, 2008, or “LTM”, and estimates provided by management of Wrigley for 2008 and 2009. Goldman Sachs calculated, with respect to the market price of $62.45 per share on April 25, 2008 and the $80.00 per share to be received by holders of Common Stock and Class B Common Stock, taken in the aggregate, pursuant to the transaction:

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The following table presents the results of Goldman Sachs’ analysis (dollar amounts in millions, except for per share data):

Selected Companies Analysis. Goldman Sachs reviewed and compared certain financial information for Wrigley to corresponding financial information, ratios and public market multiples for the following publicly traded corporations in the food and confectionery industry:

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Although none of the selected companies is directly comparable to Wrigley, the companies included were chosen because they are publicly traded companies with operations that for purposes of analysis may be considered similar to certain operations of Wrigley.

Goldman Sachs calculated and compared various financial multiples and ratios based on financial data as of April 25, 2008, information it obtained from publicly available financial statements and IBES estimates. The multiples and ratios of Wrigley were calculated using Wrigley’s publicly filed financial statements for the year ended December 31, 2007. With respect to the selected companies and Wrigley, Goldman Sachs calculated:

The results of these analyses are summarized as follows:

Selected Transactions Analysis. Goldman Sachs analyzed certain information relating to the following selected transactions (listed by acquirer / target) in the food and beverage and household products and personal care industries since 1996:

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For each of the selected transactions, Goldman Sachs calculated and compared enterprise value as a multiple of LTM sales and enterprise value as a multiple of LTM EBITDA, based on information it obtained from publicly available financial statements. The multiples for Wrigley were calculated and compared based on historical information for Wrigley for the year ended December 31, 2007. While none of the companies that participated in the selected transactions is directly comparable to Wrigley, the companies that participated in the selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain of Wrigley’s results, market size and product profile.

The following table presents the results of this analysis:

Present Value of Future Share Price Analysis. Goldman Sachs performed an illustrative analysis of the implied present value of the future price per share of Wrigley Common Stock, which is designed to provide an indication of the present value of a theoretical future value of a company’s equity as a function of such company’s estimated future earnings and assumed forward P/E multiples. For this analysis, Goldman Sachs used the EPS estimates included in the forecasts provided by Wrigley’s management. Goldman Sachs first calculated the implied values per share as of April 25, 2008 and for each of the years 2008 to 2012, by applying price to forward P/E multiples of 29.0x (Wrigley’s 10-year average), 25.0x (Wrigley’s current and 20-year average), 18.9x (The Hershey Company’s forward P/E multiple) and 16.6x (the average forward P/E multiple of the other selected companies described under “—Selected Companies Analysis” above) to the EPS estimates for Wrigley, and then analyzed the present value of these future stock prices per share using a discount rate of 8.0%. This analysis resulted in a range of implied present values per share for each of the years from 2008 through 2012 of $71.00 to $81.00, using the 29.0x multiple, $61.00 to $71.00, using the 25.0x multiple, $47.00 to $55.00, using the 18.9x multiple, and $41.00 to $49.00, using the 16.6x multiple. Goldman Sachs then

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performed a sensitivity analysis using an EPS compound annual growth rate equal to one-half of that included in the forecasts provided by Wrigley’s management. This sensitivity analysis resulted in a range of implied present values per share for each of the years from 2008 through 2012 of $60.00 to $61.00, using the 25.0x multiple, $47.00 to $47.00, using the 18.9x multiple, and $41.00 to $42.00, using the 16.6x multiple.

Illustrative Discounted Cash Flow Analysis. Goldman Sachs performed an illustrative discounted cash flow analysis on Wrigley using forecasts prepared by Wrigley’s management. Goldman Sachs calculated indications of net present value of free cash flows for Wrigley for the years 2008 through 2012 using illustrative discount rates of 7.0% to 8.0% (based on a weighted average cost of capital analysis of the Company). Goldman Sachs then calculated implied total equity values per share using illustrative terminal values in the year 2012 based on multiples ranging from 13.0x EBITDA to 15.0x EBITDA. These illustrative terminal values were then discounted using the illustrative discount rates and added to the net present value of the free cash flows for the years 2008 through 2012 to calculate implied indications of present values. After deducting the Company’s net debt, these analyses resulted in a range of implied total equity value per share of $71.20 to $83.80. Goldman Sachs noted that the midpoint of the range of implied total equity value per share resulting from these analyses was $77.38 per share. Goldman Sachs also calculated the perpetuity growth rates of free cash flows for Wrigley after the year 2012 implied by these analyses, using illustrative discount rates of 7.0% to 8.0% and illustrative terminal values in the year 2012 based on multiples ranging from 13.0x EBITDA to 15.0x EBITDA. These analyses resulted in a range of implied perpetuity growth rates of 2.6% to 4.1%.

To analyze the effects of changes in annual sales growth and EBIT margin on the illustrative discounted cash flow analysis, Goldman Sachs calculated indications of the net present value of free cash flows for Wrigley for the years 2008 through 2012, adjusting the forecasts provided by Wrigley’s management using annual incremental sales growth rates ranging from negative 2.0% to positive 2.0% and incremental annual EBIT margins ranging from negative 2.0% to positive 2.0%, in each case, relative to the forecasts provided by Wrigley’s management. Goldman Sachs calculated implied total equity values per share using an illustrative terminal value in the year 2012 based on a multiple of 14.0x EBITDA. These illustrative terminal values were then discounted using an illustrative discount rate of 7.5% and added to the net present values of the free cash flows for the years 2008 through 2012 to calculate implied indications of present values. After deducting the Company’s net debt, this analysis resulted in a range of implied total equity value per share of $64.12 to $92.38.

Standalone Acquisition Analysis. Goldman Sachs performed a standalone acquisition analysis using financial information included in the forecasts provided by the Company’s management and publicly available historical information. In performing the standalone acquisition analysis, Goldman Sachs assumed hypothetical financial purchase prices per share of Common Stock ranging from $76.00 to $80.00, with synergies, contributed businesses and a leverage structure comparable to the structure contemplated in the Mars proposal. Based on a range of illustrative five-year forward Mars EBITDA exit multiples of 13.0x to 15.0x for the assumed exit at the end of 2012, which reflect illustrative implied prices at which a hypothetical financial buyer might exit its investment through a sale transaction, this analysis resulted in illustrative internal rate of equity returns to a hypothetical financial buyer ranging from 9.4% to 16.4%.

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 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 Wrigley or the contemplated transaction.

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Goldman Sachs prepared these analyses for purposes of providing its opinion to Wrigley’s board of directors as to the fairness from a financial point of view of the $80.00 per share in cash to be received by the holders (other than Holdings or its affiliates) of Common Stock and Class B Common Stock, taken in the aggregate, 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 forecasts 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 Wrigley, Holdings, Merger Sub, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The merger consideration was determined through arms’-length negotiations between Wrigley and Mars and was approved by Wrigley’s board of directors. Goldman Sachs provided advice to Wrigley during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to Wrigley or its board of directors or that any specific amount of consideration constituted the only appropriate consideration for the transaction.

As described above, Goldman Sachs’ opinion to Wrigley’s board of directors was one of many factors taken into consideration by Wrigley’s board of directors 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 fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B.

Goldman Sachs and its affiliates are engaged in investment banking and financial advisory services, securities trading, investment management, principal investment, financial planning, benefits counseling, risk management, hedging, financing, brokerage activities and other financial and non-financial activities and services for various persons and entities. In the ordinary course of these activities and services, Goldman, Sachs & Co. and its affiliates may at any time make or hold long or short positions and investments, as well as actively trade or effect transactions, in the equity, debt and other securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of Wrigley and of Mars and Berkshire Hathaway, which Goldman Sachs understands will own directly or indirectly approximately 81% and 19%, respectively, of the equity of the surviving corporation upon the consummation of the transaction contemplated by the merger agreement, and any of their respective affiliates and portfolio companies or any currency or commodity that may be involved in the transaction for their own account and for the accounts of their customers. Goldman Sachs has acted as financial advisor to Wrigley in connection with, and has participated in certain of the negotiations leading to, the transaction.

At Wrigley’s request, an affiliate of Goldman Sachs has entered into financing commitments to provide Merger Sub with a senior secured revolving credit facility and senior secured term loan facilities in connection with the consummation of the transaction, which we refer to as the “senior financing”, subject to the terms of such commitments, and pursuant to which one or more affiliates of Goldman Sachs will receive customary fees. In addition, at Wrigley’s request, Goldman Sachs has acted as placement agent to Holdings and Merger Sub in connection with a direct or indirect equity investment to be made by Berkshire Hathaway in Merger Sub and a senior subordinated debt facility to be provided by Berkshire Hathaway to Merger Sub in connection with the consummation of the transaction, which we refer to as the “mezz financing”, and for which Goldman Sachs will receive customary fees. Potential conflicts of interest (or a perception thereof) between Goldman Sachs and Wrigley may arise as a result of the senior financing and/or placement agency arrangements for the mezz financing, and the fees to be received by Goldman Sachs or its affiliates in connection therewith. Goldman Sachs or its affiliate, as applicable, is acting as an independent contractor in connection with the senior financing and the placement agency arrangements for the mezz financing and will not have, and the senior financing and the placement agency arrangements for the mezz financing will not be deemed to create, an advisory, fiduciary or agency relationship, or any fiduciary or other implied

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duties, between Goldman Sachs or its affiliate, on the one hand, and Wrigley, and its equity holders and affiliates, on the other. In addition, Goldman Sachs has looked and will look solely to Goldman Sachs’ own interests and objectives, in the case of the senior financing, and the interests and objectives of Holdings and Merger Sub in accordance with the placement agency arrangements, in the case of the mezz financing, including determining whether, and on what terms, it committed to arrange, provide and/or place the senior financing and the mezz financing. Wrigley consented to Goldman Sachs acting as its financial advisor in connection with the transaction, to Goldman Sachs providing financing commitments to Merger Sub for the senior financing and to Goldman Sachs acting as placement agent to Holdings and Merger Sub for the mezz financing.

Goldman Sachs has provided certain investment banking and other financial services to Wrigley and its affiliates from time to time, including having acted as joint bookrunner with respect to an offering by Wrigley of its 4.30% Senior Notes due July 2010 (aggregate principal amount of $500,000,000) and 4.65% Senior Notes due July 2015 (aggregate principal amount of $500,000,000) in July 2005; and as financial advisor to Wrigley in connection with its acquisition of A. Korkunov in February 2007.

Goldman Sachs has also provided and is currently providing certain investment banking and other financial services to Mars, including having acted as financial advisor to Mars in connection with its divestiture of MEI Conlux in April 2006; its acquisition of S&M NuTec, LLC in May 2006; its acquisition of Doane Pet Care Enterprises Inc. in June 2006; and its acquisition of Nutro Products, Inc. in June 2007. Goldman Sachs has also provided and is currently providing certain investment banking and other financial services to Berkshire Hathaway and its affiliates and portfolio companies, including having acted as financial advisor to Vanderbilt Mortgage and Finance, Inc., a subsidiary of Berkshire Hathaway, in connection with its acquisition of a loan portfolio in January 2005; as bookrunner with respect to an offering by Berkshire Hathaway Finance Corporation, a subsidiary of Berkshire Hathaway or “Berkshire Hathaway Finance,” of its Floating Rate Senior Notes due 2008 (aggregate principal amount of $800,000,000) and 4.75% Senior Notes due 2012 (aggregate principal amount of $700,000,000) in May 2005; as sole bookrunner with respect to an offering by XTRA Finance Corporation, a subsidiary of Berkshire Hathaway, of its 5.150% Senior Notes due 2017 (aggregate principal amount of $400,000,000) in March 2007; as joint bookrunner with respect to an offering of MidAmerican Energy Company, a subsidiary of Berkshire Hathaway, of its 5.65% Senior Notes due 2012 (aggregate principal amount of $400,000,000) and its 5.95% Senior Notes due May 2017 (aggregate principal amount of $250,000,000) in June 2007; as sole bookrunner with respect to an offering by Berkshire Hathaway Finance of its 5.125% Senior Notes due 2012 (aggregate principal amount of $750,000,000) in September 2007; as co-lead manager with respect to an offering by MidAmerican Energy Holdings Company, a subsidiary of Berkshire Hathaway, of its 6.50% Senior Bonds due September 2037 (aggregate principal amount of $1,000,000,000) in September 2007; and as sole bookrunner with respect to an offering by Berkshire Hathaway Finance of its 4.50% Senior Notes due 2013 (aggregate principal amount of $500,000,000) and Floating Rate Notes due 2011 (aggregate principal amount of $1,500,000,000) in January 2008.

Goldman Sachs may also provide investment banking and other financial services to Wrigley, Mars, Berkshire Hathaway and their respective affiliates and portfolio companies in the future. In connection with the above-described services Goldman Sachs has received, and may receive, compensation.

The board of directors of Wrigley 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 transaction. Pursuant to a letter agreement dated April 11, 2008, Wrigley engaged Goldman Sachs to act as its financial advisor in connection with the transaction. Pursuant to the terms of this engagement letter, Wrigley has agreed to pay Goldman Sachs a transaction fee of approximately $46 million, the principal portion of which is payable upon consummation of the transaction. In addition, Wrigley has agreed to reimburse Goldman Sachs for its expenses, including attorneys’ fees

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and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Opinion of William Blair

William Blair was retained to act as an independent financial advisor to the board of directors of Wrigley to render certain investment banking services in connection with a potential business combination of Wrigley with Mars. In particular, Wrigley requested the opinion of William Blair as to the fairness, from a financial point of view, to the holders (other than Holdings or its affiliates) of the outstanding shares of the Common Stock and Class B Common Stock, collectively, of Wrigley of the consideration of $80.00 in cash per share of Common Stock and Class B Common Stock to be paid to the holders of Common Stock and Class B Common Stock pursuant to the merger agreement. On April 27, 2008, William Blair delivered its oral opinion to the Wrigley board of directors and subsequently confirmed in writing, dated April 27, 2008, that, as of that date and based upon and subject to the assumptions and qualifications stated in its opinion, the consideration of $80.00 in cash per share of Common Stock and Class B Common Stock was fair, from a financial point of view, to the holders (other than Holdings or its affiliates) of Common Stock and Class B Common Stock, collectively. William Blair was not asked to consider, and its opinion does not address, the allocation of the merger consideration to be paid in the merger among the holders of Common Stock and the holders of Class B Common Stock, respectively.

William Blair provided the opinion described above for the information and assistance of the Wrigley board of directors in connection with its consideration of the merger. The terms of the merger agreement and the amount and form of the merger consideration, however, were determined through negotiations between Wrigley, on the one hand, and Holdings and its affiliates, on the other hand, and were approved by the Wrigley board of directors. The opinion described above delivered to the Wrigley board of directors was reviewed and approved by William Blair’s fairness opinion committee. William Blair has consented to the inclusion in this proxy statement of its opinion and the description of its opinion appearing under this subheading “Opinion of William Blair.”

THE FULL TEXT OF WILLIAM BLAIR’S WRITTEN OPINION, DATED APRIL 27, 2008, IS ATTACHED AS ANNEX C TO THIS PROXY STATEMENT AND INCORPORATED INTO THIS DOCUMENT BY REFERENCE. YOU ARE URGED TO READ THE ENTIRE OPINION CAREFULLY AND IN ITS ENTIRETY TO LEARN ABOUT THE ASSUMPTIONS MADE, PROCEDURES FOLLOWED, MATTERS CONSIDERED AND LIMITS ON THE SCOPE OF THE REVIEW UNDERTAKEN BY WILLIAM BLAIR IN RENDERING ITS OPINION. WILLIAM BLAIR’S OPINION WAS DIRECTED TO THE BOARD OF DIRECTORS OF WRIGLEY FOR ITS BENEFIT AND USE IN EVALUATING THE FAIRNESS OF THE MERGER CONSIDERATION AND RELATES ONLY TO THE FAIRNESS, AS OF THE DATE OF THE OPINION AND FROM A FINANCIAL POINT OF VIEW, OF THE CONSIDERATION TO BE RECEIVED BY THE HOLDERS (OTHER THAN HOLDINGS OR ITS AFFILIATES), COLLECTIVELY, OF THE OUTSTANDING SHARES OF COMMON STOCK AND CLASS B COMMON STOCK IN THE MERGER PURSUANT TO THE MERGER AGREEMENT, DOES NOT ADDRESS ANY OTHER ASPECT OF THE PROPOSED MERGER OR ANY RELATED TRANSACTION AND DOES NOT CONSTITUTE A RECOMMENDATION TO ANY STOCKHOLDER AS TO HOW THAT STOCKHOLDER SHOULD VOTE WITH RESPECT TO THE MERGER AGREEMENT OR THE MERGER. WILLIAM BLAIR DID NOT ADDRESS THE MERITS OF THE UNDERLYING DECISION BY WRIGLEY TO ENGAGE IN THE MERGER. THE FOLLOWING SUMMARY OF WILLIAM BLAIR’S OPINION IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF THE OPINION.

In connection with its opinion, William Blair examined or discussed, among other things:

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William Blair also held discussions with members of Wrigley senior management to discuss the foregoing, considered other matters which it deemed relevant to its inquiry and took into account such accepted financial and investment banking procedures and considerations as it deemed relevant. William Blair was not requested to, nor did, William Blair solicit the interest of other parties in a possible business combination transaction with Wrigley.

In rendering its opinion, William Blair assumed and relied, without independent verification, upon the accuracy and completeness of all the information examined by or otherwise reviewed or discussed with William Blair for purposes of its opinion including, without limitation, the forecasts provided by Wrigley’s management, and William Blair did not assume any responsibility or liability therefor. William Blair did not make or obtain an independent valuation or appraisal of the assets, liabilities or solvency of Wrigley, nor were any such valuations or appraisals provided to William Blair. William Blair was advised by Wrigley’s senior management that the forecasts examined by William Blair were reasonably prepared on a basis reflecting the best then available estimates and judgments of Wrigley’s senior management. In that regard, William Blair assumed, with Wrigley’s consent, that: (i) the forecasts will be achieved in the amounts and at the times contemplated thereby; and (ii) all material assets and liabilities (contingent or otherwise) of Wrigley are as set forth in Wrigley’s financial statements or other information made available to William Blair. William Blair expressed no opinion with respect to the forecasts or the estimates and judgments on which they are based. William Blair was not requested to, and did not, participate in the negotiation or structuring of the merger. William Blair was not asked to consider, and its opinion does not address, the relative merits of the merger as compared to any alternative business strategies that might exist for Wrigley or the effect of any other transaction in which Wrigley might engage, or the allocation of the merger consideration to be paid in the merger among the holders of Common Stock and the holders of Class B Common Stock, respectively. William Blair expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Wrigley’s officers, directors or employees, or any class of such persons, relative to the consideration to be received by the holders of shares of Common Stock and Class B Common Stock pursuant to the merger agreement. William Blair’s opinion was based upon economic, market, financial and other conditions existing on, and other information disclosed to William Blair as of, April 27, 2008. It should be understood that, although subsequent developments may affect its opinion, William Blair does not have any obligation to update, revise or reaffirm its opinion. William Blair’s opinion does not address any legal, regulatory, tax or accounting matters. William Blair assumed that the executed merger agreement conforms in all material respects to the last draft merger agreement reviewed by William Blair and that the merger will be consummated on the terms described in the draft merger agreement, without any amendment or waiver of any material terms or conditions.

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The following is a summary of the material financial analyses performed and material factors considered by William Blair to arrive at its opinion. William Blair performed certain procedures, including each of the financial analyses described below, and reviewed with Wrigley’s board of directors the assumptions upon which such analyses were based, as well as other factors. Although the summary does not purport to describe all of the analyses performed or factors considered by William Blair in this regard, it does set forth those considered by William Blair to be material in arriving at its opinion.

Selected Public Company Analysis. William Blair reviewed and compared certain financial information relating to Wrigley to corresponding financial information, ratios and public market multiples for a selected group of publicly traded companies that consisted of branded packaged food companies with market capitalizations over $10 billion and confection companies with market capitalizations over $5 billion. William Blair selected these companies because they are the publicly traded companies with general business, operating and financial characteristics deemed reasonably comparable to those of Wrigley. The companies selected by William Blair were: