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Del Monte Foods Co – ‘DEFM14A’ on 1/12/11

On:  Wednesday, 1/12/11, at 6:04am ET   ·   Effective:  1/12/11   ·   Accession #:  1193125-11-6263   ·   File #:  1-14335

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

 1/12/11  Del Monte Foods Co                DEFM14A     1/12/11    1:1.7M                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: DEFM14A     Proxy Statement                                     HTML   1.48M 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

Del Monte Foods 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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January 12, 2011

Dear Stockholder:

You are cordially invited to attend a special meeting of stockholders, which we refer to as the special meeting, of Del Monte Foods Company, a Delaware corporation, which we refer to as the Company, to be held on February 15, 2011 at 9:00 a.m. Pacific time, at the Hyatt Regency San Francisco, Five Embarcadero Center, San Francisco, California 94111.

On November 24, 2010, the Company entered into a merger agreement providing for the acquisition of the Company by Blue Acquisition Group, Inc., an entity formed by a consortium of private equity funds affiliated with Kohlberg Kravis Roberts & Co. L.P., Vestar Capital Partners and Centerview Partners. At the special meeting, you will be asked to consider and vote upon a proposal to adopt the merger agreement.

If the merger contemplated by the merger agreement is completed, you will be entitled to receive $19.00 in cash, without interest, for each share of our common stock owned by you (unless you have properly exercised your appraisal rights with respect to such shares), which represents a premium of approximately 40% to the average closing price of our common stock for the 3-month period ended November 17, 2010, following which market rumors regarding a transaction began, and is also higher than any price at which the Company common stock has ever traded.

The board of directors of the Company has unanimously determined that it is in the best interests of the stockholders to enter into the merger agreement and has unanimously approved and declared advisable the merger agreement. The board of directors of the Company made its determination after consideration of a number of factors more fully described in this proxy statement. The board of directors of the Company recommends that you vote “FOR” approval of the proposal to adopt the merger agreement and “FOR” approval of the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.

Approval of the proposal to adopt the merger agreement requires the affirmative vote of a majority of the outstanding shares of our common stock entitled to vote thereon.

Your vote is very important.  Whether or not you plan to attend the special meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope, or submit your proxy by telephone or the Internet. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. The failure to vote your shares of our common stock will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

If your shares of our common stock are held in “street name” by your bank, brokerage firm or other nominee, your bank, brokerage firm or other nominee will be unable to vote your shares of our common stock without instructions from you. You should instruct your bank, brokerage firm or other nominee to vote your shares of our common stock in accordance with the procedures provided by your bank, brokerage firm or other nominee. The failure to instruct your bank, brokerage firm or other nominee to vote your shares of our common stock “FOR” approval of the proposal to adopt the merger agreement will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

The accompanying proxy statement provides you with detailed information about the special meeting, the merger agreement and the merger. A copy of the merger agreement is attached as Annex A to the proxy statement. We encourage you to read the entire proxy statement and its annexes, including the merger agreement, carefully. You may also obtain additional information about the Company from documents we have filed with the Securities and Exchange Commission.

If you have any questions or need assistance voting your shares of our common stock, please contact MacKenzie Partners, Inc., our proxy solicitor, by calling (800) 322-2885 (toll-free) or (212) 929-5500 (collect), or emailing proxy@mackenziepartners.com.

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Thank you in advance for your cooperation and continued support.

Sincerely,

Richard G. Wolford

Chairman of the Board, President and Chief

Executive Officer

The proxy statement is dated January 12, 2011, and is first being mailed, with the form of proxy, to our stockholders on or about January 13, 2011.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE PROPOSED MERGER, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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DEL MONTE FOODS COMPANY

One Market @ The Landmark

San Francisco, California 94105

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

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WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET.

BY ORDER OF THE BOARD OF DIRECTORS,

Sincerely,

James G. Potter

General Counsel and Secretary

Dated: January 12, 2011

San Francisco, CA

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to address briefly some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that may be important to you as a Company stockholder. Please refer to the “Summary” beginning on page 1 and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement, which you should read carefully and in their entirety. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under “Where You Can Find More Information” beginning on page 95.

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If your shares of Company common stock are held through a bank, brokerage firm or other nominee, you are considered the “beneficial owner” of shares of Company common stock held in street name. In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of Company common stock, the stockholder of record. As the beneficial owner, you have the right to direct your bank, brokerage firm or other nominee how to vote your shares of Company common stock by following their instructions for voting. You are also invited to attend the special meeting. However, because you are not the stockholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a valid proxy from your broker or other agent.

If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you. Please note that if you are a beneficial owner and wish to vote in person at the special meeting, you must provide a legal proxy from your bank, brokerage firm or other nominee at the special meeting.

A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of Company common stock, and to confirm that your voting instructions have been properly recorded when voting over the Internet or by telephone. Please be aware that if you vote over the Internet, you may incur costs such as telephone and Internet access charges for which you will be responsible.

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If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” the proposal to adopt the merger agreement and “FOR” the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This proxy statement, and the documents to which we refer you in this proxy statement, as well as information included in oral statements or other written statements made or to be made by us or on our behalf, contain statements that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “believe,” “intend,” “goal,” “estimate,” “project,” “plans,” “anticipate,” “designed to,” “confident,” “think,” “scheduled,” “outlook,” “guidance,” “foreseeable future” and similar expressions identify these forward-looking statements, which appear in a number of places in this proxy statement (and the documents to which we refer you in this proxy statement) and include, but are not limited to, all statements relating directly or indirectly to the timing or likelihood of completing the merger to which this proxy statement relates, plans for future growth and other business development activities as well as capital expenditures, financing sources and the effects of regulation and competition and all other statements regarding our intent, plans, beliefs or expectations or those of our directors or officers. Investors are cautioned that such forward-looking statements are not assurances for future performance or events and involve risks and uncertainties that could cause actual results and developments to differ materially from those covered in such forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including our most recent filings on Forms 10-Q and 10-K, factors and matters contained or incorporated by reference in this document, and the following factors:

Consequently, all of the forward-looking statements we make in this document are qualified by the information contained or incorporated by reference herein, including, but not limited to (a) the information contained under this heading and (b) the information contained under the headings “Risk Factors” and “Business” and information in our consolidated financial statements and notes thereto included in our most recent filings on Forms 10-Q and 10-K (see “Where You Can Find More Information” beginning on page 95). We are under no obligation to publicly release any revision to any forward-looking statement contained or incorporated herein to reflect any future events or occurrences.

You should carefully consider the cautionary statements contained or referred to in this section in connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf.

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PARTIES TO THE MERGER

THE COMPANY

Del Monte Foods Company

One Market @ The Landmark

San Francisco, California 94105

(415) 247-3000

The Company is a Delaware corporation with its headquarters in San Francisco, California. We are one of the country’s largest producers, distributors and marketers of premium quality, branded pet products and food products for the U.S. retail market. Our pet food and pet snacks brands include Meow Mix, Kibbles ‘n Bits, Milk-Bone, 9Lives, Pup-Peroni, Gravy Train, Nature’s Recipe, Canine Carry-Outs and other brand names and our leading food brands include Del Monte, Contadina, S&W, College Inn and other brand names. We also produce and distribute private label pet products and food products. Our products are sold nationwide, in all channels serving retail markets, as well as to the U.S. military, certain export markets, the foodservice industry and other food processors. For more information about the Company, please visit our website at http://www.delmonte.com. Our website address is provided as an inactive textual reference only. The information contained on our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the SEC. See also “Where You Can Find More Information” beginning on page 95. Company common stock is publicly traded on the NYSE under the symbol “DLM.”

PARENT

Blue Acquisition Group, Inc.

c/o Kohlberg Kravis Roberts & Co. L.P.

9 West 57th Street, Suite 4200

New York, NY 10019

(212) 750-8300

c/o Vestar Capital Partners

245 Park Avenue, 41st Floor

New York, NY 10167

(212) 351-1600

c/o Centerview Partners

16 School Street

Rye, New York 10580

(646) 502-2211

Blue Acquisition Group, Inc., or Parent, is a Delaware corporation that was formed solely for the purpose of entering into the merger agreement and completing the transactions contemplated by the merger agreement and the related financing transactions. Parent has not engaged in any business except for activities incidental to its formation and as contemplated by the merger agreement. Parent is currently controlled by investment funds affiliated with the sponsors.

MERGER SUB

Blue Merger Sub Inc.

c/o Kohlberg Kravis Roberts & Co. L.P.

9 West 57th Street, Suite 4200

New York, NY 10019

(212) 750-8300

c/o Vestar Capital Partners

245 Park Avenue, 41st Floor

New York, NY 10167

(212) 351-1600

c/o Centerview Partners

16 School Street

Rye, New York 10580

(646) 502-2211

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Blue Merger Sub Inc., or Merger Sub, is a Delaware corporation that was formed solely for the purpose of entering into the merger agreement and completing the transactions contemplated by the merger agreement and the related financing transactions. Merger Sub is a wholly-owned subsidiary of Parent and has not engaged in any business except for activities incidental to its formation and as contemplated by the merger agreement and the related financing transactions. Upon the completion of the merger, Merger Sub will cease to exist and the Company will continue as the surviving corporation.

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THE SPECIAL MEETING

TIME, PLACE AND PURPOSE OF THE SPECIAL MEETING

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the board of directors for use at the special meeting to be held on February 15, 2011, starting at 9:00 a.m., Pacific time, at the Hyatt Regency San Francisco, Five Embarcadero Center, San Francisco, California 94111, or at any postponement, recess or adjournment thereof. At the special meeting, holders of Company common stock will be asked to approve the proposal to adopt the merger agreement and to approve the proposal to adjourn the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

Our stockholders must approve the proposal to adopt the merger agreement in order for the merger to occur. If our stockholders fail to approve the proposal to adopt the merger agreement, the merger will not occur. A copy of the merger agreement is attached as Annex A to this proxy statement, which we encourage you to read carefully in its entirety.

RECORD DATE AND QUORUM

We have fixed the close of business on January 10, 2011 as the record date for the special meeting, and only holders of record of Company common stock as of the close of business on the record date are entitled to vote at the special meeting. You are entitled to receive notice of, and to vote at, the special meeting if you owned shares of Company common stock at the close of business on the record date. On the record date, there were 199,372,722 shares of Company common stock outstanding and entitled to vote. Each share of Company common stock entitles its holder to one vote on all matters properly coming before the special meeting.

The presence, in person or by proxy, of stockholders holding at least a majority of the Company common stock issued and entitled to vote at the special meeting constitutes a quorum for the purposes of the special meeting. Shares of Company common stock represented at the special meeting but not voted, such as shares of Company common stock for which a stockholder directs an “abstention” from voting, will be counted for purposes of establishing a quorum. A quorum is necessary to transact business at the special meeting. Once a share of Company common stock is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting and any adjournment of the special meeting, unless a new record date is required to be established. However, if a new record date is set for the adjourned special meeting, then a new quorum will have to be established. In the event that a quorum is not present at the special meeting, it is expected that the special meeting will be adjourned. 99,686,362 shares must be represented by proxy or by stockholders present and entitled to vote at the special meeting to have a quorum.

ATTENDANCE

Except as set forth below, only stockholders of record or their duly authorized proxies have the right to attend the special meeting or any postponement or adjournment thereof. To gain admittance, you must present valid photo identification, such as a driver’s license or passport. If your shares of Company common stock are held through a bank, brokerage firm or other nominee, please bring to the special meeting a copy of your brokerage statement evidencing your beneficial ownership of Company common stock and valid photo identification. If you are the representative of a corporate or institutional stockholder, you must present valid photo identification along with proof that you are the representative of such stockholder. Please note that cameras, recording devices and other electronic devices will not be permitted at the special meeting.

VOTE REQUIRED

Approval of the proposal to adopt the merger agreement requires the affirmative vote of a majority of the outstanding shares of Company common stock entitled to vote thereon. For the proposal to adopt the merger agreement, you may vote FOR, AGAINST or ABSTAIN. Abstentions will not be counted as votes cast in favor of or against the proposal to adopt the merger agreement but they will count for the purpose of determining whether a quorum is present. If you fail to submit a proxy, fail to vote in person at the special meeting, or abstain, it will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

If your shares of Company common stock are registered directly in your name with our transfer agent, BNY Mellon Shareholder Service, you are considered, with respect to those shares of Company common stock, the “stockholder of record.” This proxy statement and proxy card have been sent directly to you by the Company.

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If your shares of Company common stock are held through a bank, brokerage firm or other nominee, you are considered the “beneficial owner” of shares of Company common stock held in street name. In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of Company common stock, the stockholder of record. As the beneficial owner, you have the right to direct your bank, brokerage firm or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the special meeting. However, because you are not the stockholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a valid proxy from your broker or other agent.

Under the rules of the NYSE, banks, brokerage firms or other nominees who hold shares in street name for customers have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, under such rules, banks, brokerage firms or other nominees are precluded from exercising their voting discretion with respect to approving non-routine matters, such as the proposal to adopt the merger agreement and the adjournment proposal. As a result, absent specific instructions from the beneficial owner of such shares of Company common stock, banks, brokerage firms or other nominees are not empowered to vote those shares of Company common stock on non-routine matters, which we refer to generally as broker non-votes. These broker non-votes, if any, will not be counted for purposes of determining a quorum, and will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

Adjournment of the special meeting, whether or not a quorum is present at the special meeting, if necessary or appropriate for the purpose of soliciting additional proxies, may be approved by the chairman of the special meeting or a majority of the shares of Company common stock present in person or by proxy and entitled to vote thereon. For the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies, you may vote FOR, AGAINST or ABSTAIN. For purposes of this proposal, if your shares of Company common stock are present at the special meeting but are not voted on this proposal, or if you have given a proxy and abstained on this proposal, this will have the same effect as if you voted against the proposal. If you fail to submit a proxy or vote in person at the special meeting, or there are broker non-votes on the issue, as applicable, the shares of Company common stock not voted will not be counted in respect of, and will not have an effect on, the proposal to adjourn the special meeting.

If you are a stockholder of record, you may have your shares of Company common stock voted on matters presented at the special meeting in any of the following ways:

If you are a beneficial owner, you will receive instructions from your bank, brokerage firm or other nominee that you must follow in order to have your shares of Company common stock voted. Those instructions will identify which of the above choices are available to you in order to have your shares voted. Please note that if you are a beneficial owner and wish to vote in person at the special meeting, you must provide a legal proxy from your bank, brokerage firm or other nominee.

A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of Company common stock, and to confirm that your voting instructions have been properly recorded when voting over the Internet or by telephone. Please be aware that if you vote over the Internet, you may incur costs such as telephone and Internet access charges for which you will be responsible.

Please refer to the instructions on your proxy or voting instruction card to determine the deadlines for submitting a proxy over the Internet or by telephone. If you choose to submit your proxy by mailing a proxy card, your proxy card must be filed with our Secretary by the time the special meeting begins. Please do NOT send in your stock certificates with your proxy card. If you are a holder of stock certificates, when the merger is completed, a separate letter of transmittal will be mailed to you that will enable you to receive the per share merger consideration in exchange for your stock certificates.

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If you vote by proxy, regardless of the method you choose to vote, the individuals named on the enclosed proxy card, and each of them, with full power of substitution, or your proxies, will vote your shares of Company common stock in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of Company common stock should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the special meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares of Company common stock should be voted on a matter, the shares of Company common stock represented by your properly signed proxy will be voted “FOR” the proposal to adopt the merger agreement and “FOR” the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.

IT IS IMPORTANT THAT YOU VOTE YOUR SHARES OF COMPANY COMMON STOCK PROMPTLY. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET. STOCKHOLDERS WHO ATTEND THE SPECIAL MEETING MAY REVOKE THEIR PROXIES BY VOTING IN PERSON.

If you are a participant in the Del Monte Stock Fund under the 401(k) Plan, you may instruct the 401(k) Plan trustee how to vote the shares of Company common stock held on your behalf as of the record date. Please follow the directions on the enclosed voting instruction card on how to provide your voting instructions to Fidelity Management Trust Company, the 401(k) Plan trustee. Participants in the 401(k) Plan must vote through Fidelity Management Trust Company and may not vote shares of Company common stock held on their behalf in person at the special meeting.

As of the close of business on January 10, 2011, the record date, the directors and executive officers of the Company beneficially owned and were entitled to vote, in the aggregate, approximately 1,093,065 shares of Company common stock (including shares held in the Del Monte Fund under the 401(k) Plan on behalf of the directors and executive officers as of the record date, but excluding any shares of Company common stock deliverable upon exercise or conversion of any options, performance share units, performance accelerated restricted stock units, other restricted stock units or deferred stock units), representing 0.5% of the outstanding shares of Company common stock on the record date. The directors and executive officers have informed the Company that they currently intend to vote all of their shares of Company common stock “FOR” the proposal to adopt the merger agreement and “FOR” the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.

PROXIES AND REVOCATION

Any stockholder of record entitled to vote at the special meeting may submit a proxy by telephone, over the Internet, by returning the enclosed proxy card in the accompanying prepaid reply envelope, or may vote in person at the special meeting. If your shares of Company common stock are held in “street name” by your bank, brokerage firm or other nominee, you should instruct your bank, brokerage firm or other nominee on how to vote your shares of Company common stock using the instructions provided by your bank, brokerage firm or other nominee. If you fail to submit a proxy or vote in person at the special meeting, or abstain, or do not provide your bank, brokerage firm or other nominee with voting instructions, as applicable, your shares of Company common stock will not be voted on the proposal to adopt the merger agreement, which will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, by submitting a proxy at a later date through any of the methods available to you, by giving written notice of revocation to our Secretary, which must be filed with the Company at One Market @ The Landmark, San Francisco, California 94105, or by attending the special meeting and voting in person. Please note that to be effective, your new proxy card, internet or telephonic voting instructions or written notice of revocation must be received by our Secretary prior to the special meeting and, in the case of internet or telephonic voting instructions, must be received before 11:59 p.m. Eastern time on February 14, 2011. If you have submitted a proxy, your appearance at the special meeting, in the absence of voting in person or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

ADJOURNMENTS, RECESSES AND POSTPONEMENTS

Although it is not currently expected, the chairman of the meeting shall have the power to recess or adjourn the special meeting, including for the purpose of soliciting additional proxies, if there are insufficient votes at the time

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of the special meeting to approve the proposal to adopt the merger agreement or if a quorum is not present at the special meeting. Other than an announcement to be made at the special meeting of the time, date and place of an adjourned meeting, an adjournment generally may be made without notice. We may also postpone the special meeting under certain circumstances. Any adjournment, recess or postponement of the special meeting for the purpose of soliciting additional proxies will allow the Company’s stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned, recessed or postponed.

ANTICIPATED DATE OF COMPLETION OF THE MERGER

Assuming timely satisfaction of necessary closing conditions, including the approval by our stockholders of the proposal to adopt the merger agreement, we anticipate that the merger will be completed by the end of March 2011.

RIGHTS OF STOCKHOLDERS WHO SEEK APPRAISAL

Stockholders are entitled to appraisal rights under the DGCL in connection with the merger. This means that you are entitled to have the fair value of your shares of Company common stock determined by the Delaware Court of Chancery in accordance with Delaware law and to receive payment based on that valuation in lieu of receiving the merger consideration, but only if you comply with the relevant requirements of the DGCL, which are summarized in this proxy statement. The ultimate amount you receive in an appraisal proceeding may be less than, equal to or more than the amount you would have received under the merger agreement.

To exercise your appraisal rights, you must submit a written demand for appraisal to the Company before the vote is taken on the merger agreement, you must not vote in favor of the proposal to adopt the merger agreement and you must continuously hold your shares of Company common stock from the date you make the demand for appraisal through the effective date of the merger. Your failure to follow exactly the procedures specified under the DGCL may result in the loss of your appraisal rights. See “Appraisal Rights” beginning on page 89 and the text of the Delaware appraisal rights statute reproduced in its entirety as Annex D to this proxy statement. If you hold your shares of Company common stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by your bank, brokerage firm or nominee. In view of the complexity of the DGCL, stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors.

SOLICITATION OF PROXIES; PAYMENT OF SOLICITATION EXPENSES

The Company has engaged MacKenzie Partners, Inc. to assist in the solicitation of proxies for the special meeting. The Company estimates that it will pay MacKenzie Partners, Inc. a fee of approximately $20,000. The Company will reimburse MacKenzie Partners, Inc. for reasonable out-of-pocket expenses and will indemnify MacKenzie Partners, Inc. and its affiliates against certain claims, liabilities, losses, damages and expenses. The Company may also reimburse brokers, banks and other custodians, nominees and fiduciaries representing beneficial owners of shares of Company common stock for their expenses in forwarding soliciting materials to beneficial owners of Company common stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

QUESTIONS AND ADDITIONAL INFORMATION

If you have more questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact MacKenzie Partners, Inc., our proxy solicitor, by calling (800) 322-2885 (toll-free) or (212) 929-5500 (collect), or emailing proxy@mackenziepartners.com.

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THE MERGER

This discussion of the merger is qualified in its entirety by reference to the merger agreement, which is attached to this proxy statement as Annex A. You should read the entire merger agreement carefully as it is the legal document that governs the merger.

The merger agreement provides that Merger Sub will merge with and into the Company. The Company will be the surviving corporation in the merger and will continue to do business following the merger. As a result of the merger, the Company’s common stock will cease to be publicly traded. You will not own any shares of the capital stock of the surviving corporation.

MERGER CONSIDERATION

In the merger, each outstanding share of Company common stock (except for the excluded shares) will be converted into the right to receive the per share merger consideration, without interest.

BACKGROUND OF THE MERGER

The Company’s board of directors and senior management regularly review and assess strategic alternatives available to the Company to enhance stockholder value. In that regard, from time to time over the last few years, parties have approached the Company regarding possible strategic and investment transactions involving the Company.

In January 2010, a private equity firm (“Bidder A”) contacted Barclays Capital regarding its interest in a potential acquisition of the Company. On January 31, 2010, the Company received a written indication of interest from Bidder A, which indicated that it was interested in pursuing an acquisition of the Company at a purchase price range of $14.00 to $15.00 per share in cash. The proposal represented a premium of approximately 23.0% to 31.8% to the Company’s closing stock price of $11.38 per share on January 29, 2010, the last trading day prior to receipt of the proposal from Bidder A. Bidder A’s indication of interest was subject to a number of conditions, including satisfactory completion of due diligence, negotiation of acceptable definitive documentation and receipt of acceptable debt financing.

In response to Bidder A’s indication of interest, senior management of the Company, in consultation with the Company’s board of directors and with the assistance of Barclays Capital, simultaneously contacted five private equity firms, including KKR and Bidder A, to assess their current interest in a transaction. These five firms were selected based on their size and experience in the consumer products industry and the Company’s industry knowledge. During these preliminary discussions, KKR indicated that it was interested in considering the opportunity together with Centerview, such that for purposes of this discussion we refer to the KKR/Centerview consortium together as one interested party. At this time, Vestar and a strategic buyer proactively contacted Barclays Capital and requested that they be included in the process, and, as a result, the process was expanded to include those additional parties.

During the course of February 2010, a total of five private equity parties (including KKR/Centerview, Vestar, and Bidder A) and the strategic buyer executed customary confidentiality agreements with the Company. One of the private equity firms identified by the Company as a potential bidder and contacted to assess its interest in a transaction declined to pursue discussions with the Company and therefore was not included in the process. Each of the parties that signed confidentiality agreements was given the opportunity to review limited non-public information regarding the Company, and each attended a presentation by members of the Company’s senior management. All these parties were then invited to submit non-binding indications of interest to acquire the Company.

On March 11, 2010, all five private equity parties submitted non-binding indications of interest regarding a potential acquisition of the Company. The indication of interest from KKR/Centerview indicated a value of $17.00 per share in cash, and the indication of interest from Vestar indicated a value of $17.00 to $17.50 per share in cash. The KKR/Centerview and Vestar indications of interest reflected a premium of approximately 20.3% to 23.8% to the Company’s closing stock price of $14.13 per share on March 11, 2010. Vestar’s indication of interest noted that Vestar would expect to commit to half of the required equity in the transaction and would look to partner with another private equity firm that would commit the remaining portion. Of the other three indications of interest, one indicated a value of $15.00 to $16.50 per share in cash and two, including that of Bidder A, indicated a value of $15.50 to $17.00 per share in cash. All of the indications of interest received by the Company were subject to a number of conditions, including satisfactory completion of due diligence. The strategic buyer that had participated in the process did not submit an indication of interest.

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On March 18, 2010, the Board of Directors met for a regularly scheduled meeting, during which it considered the five indications of interest received by the Company. Members of the Company’s senior management, as well as representatives of Barclays Capital and Gibson, Dunn & Crutcher, LLP, the Company’s outside legal counsel (“Gibson Dunn”), participated in the meeting. During this meeting a representative of Gibson Dunn reviewed with the board of directors its fiduciary duties under applicable law. Afterwards, representatives of Barclays Capital reviewed with the board of directors the financial and other terms of each of the five proposals that had been submitted to the Company. The board of directors also reviewed with senior management and Barclays Capital the Company’s progress in executing its long-range plan, or LRP. After discussing the various indications of interest, including the valuations offered by each of the interested parties, and taking into consideration, among other things, the Company’s strong results in the third fiscal quarter of 2010, the perceived lower level of execution risk inherent in the Company’s LRP (as compared to prior years), the Company’s plans with respect to marketing and product innovation, and the additional acquisition opportunities that senior management believed would be available to the Company in the short- to medium-terms, the board of directors determined not to proceed at that time with discussions with the interested parties regarding a potential sale of the Company.

On April 21, 2010, Richard G. Wolford, Chairman, Chief Executive Officer and President of the Company, and David L. Meyers, the Executive Vice President, Administration and Chief Financial Officer of the Company, met, at KKR’s request, with representatives of KKR. During this meeting, representatives of KKR acknowledged the decision of the board of directors not to proceed with a potential transaction at that time but expressed a desire to keep in communication with the Company regarding future opportunities.

In early May 2010, KKR approached the Company and expressed their interest in partnership opportunities with the Company to pursue joint acquisitions. These discussions between the Company and KKR did not proceed past preliminary conversations.

Despite strong third and fourth quarter results by the Company in fiscal 2010, in July 2010, the Company’s fiscal year 2011 forecast was adjusted in light of a challenging economic environment, and the Company announced that it expected to shift some expected marketing spending to trade promotion, which would have the result of reducing fiscal 2011 expected net sales growth. Specifically, the Company announced that it expected net sales for fiscal 2011 to be 2% to 4% above fiscal 2010 net sales, as compared to its previously publicly announced guidance of 3% to 4%. In early September 2010, the Company further reduced its net sales growth rate guidance for fiscal 2011 to 1% to 3%.

On October 11, 2010, representatives of KKR met, at their request, with Mr. Wolford and, among other things, expressed their continued interest in a potential acquisition of the Company. During the meeting, representatives of KKR delivered a written indication of interest to Mr. Wolford, indicating that based on previous due diligence and their ongoing evaluation of the Company, KKR and Centerview were prepared to offer $17.50 per share in cash to acquire the Company. The proposal represented a premium of approximately 28.7% to the $13.60 per share closing stock price of the Company on October 8, 2010, the last full trading day prior to delivery of the proposal. The proposal was subject to completion of due diligence, negotiation of appropriate documentation and securing debt financing commitments.

On October 13, 2010, the board of directors met and, among other things, discussed KKR’s indication of interest. Also present at the meeting were representatives of Gibson Dunn. During the meeting Mr. Wolford reviewed with the other members of the board of directors KKR’s and Centerview’s indication of interest and his October 11 meeting with KKR representatives. The Board also discussed the challenging operating environment the Company had been facing during the prior five months and the potential effect that industry and market trends could have on the assumptions underlying the Company’s LRP, including the potential inability of the Company to continue achieving its marketing and product innovation goals, and the Company’s potential inability to find and complete advantageous acquisitions. After extensive discussion, the board of directors instructed management to prepare a presentation updating management’s views regarding the Company’s LRP, the risks associated with such plan and the future prospects of the Company.

On October 25, 2010, the board of directors met to consider the proposal by KKR and Centerview, and to evaluate the prospects of the Company on a stand alone basis. Representatives of Gibson Dunn participated in the meeting. At the meeting, members of senior management discussed with the board of directors the Company’s LRP and the challenges and risks associated with executing the plan. Among other things, the board of directors discussed with senior management the challenging business environment that had developed in the first fiscal quarter of 2011, and the Company’s inability over its history as a public company to expand its trading multiple to that of other similar

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packaged food companies, despite the earnings and margin growth in fiscal 2009 and fiscal 2010, as well as the Company’s progress in expanding its pet division. The board of directors also discussed with management the assumptions underlying the Company’s LRP, including the risks associated with such assumptions in light of difficult industry trends and the challenging competitive landscape.

The board discussion then turned to the proposal by KKR and Centerview. First, a representative of Gibson Dunn reviewed with the board of directors its fiduciary duties under applicable law. An active discussion among the directors regarding the financial terms of the KKR/Centerview proposal ensued. In particular, the board of directors considered the proposal as compared to the value that could potentially be delivered to the Company’s stockholders under the LRP if the Company were to proceed on an independent basis, considering the various assumptions underlying such plan and the risks and uncertainties associated therewith. The board of directors also engaged in a lengthy discussion about various process alternatives that might be available in the event that the board of directors decided to proceed with further evaluation of a potential sale transaction, including the relative benefits and risks associated with an updated pre-signing market check versus a post-signing market check through a “go-shop” period. In that regard, among other things, the board of directors considered the process it had undertaken in March 2010 and the various indications of interest it had received at that time. After further discussion, and in light of the increased price being offered from the indications previously submitted in March along with the challenges and risks associated with the LRP, the board of directors determined to proceed with discussions with KKR and Centerview regarding a potential transaction and to make available additional information regarding the Company to KKR and Centerview. The board of directors also determined to continue with a review of other strategic alternatives available to the Company. The board of directors also instructed the members of the Strategic Committee, the standing committee of the board of directors tasked with evaluating strategic opportunities, to contact representatives of Barclays Capital to re-engage them as financial advisor in connection with the exploration of strategic alternatives, including a potential sale of the Company.

From October 26, 2010 through November 9, 2010, representatives of Barclays Capital and members of senior management had various discussions in connection with a review of the strategic alternatives available to the Company, with a view to updating the board of directors regarding this evaluation.

On or about October 27, 2010, at the direction of the board of directors, representatives of Barclays Capital contacted representatives of KKR and Centerview to indicate that the board of directors was not prepared to accept their $17.50 per share indication of interest, but was prepared to give KKR and Centerview access to limited additional due diligence information to allow them to submit an enhanced offer for the board of directors’ consideration.

On November 4, 2010, members of senior management of the Company and representatives of Barclays Capital met with representatives of KKR and Centerview to provide an update regarding the Company’s business and operations.

On November 8, 2010, The London Evening Standard published an article indicating that KKR was pursuing an acquisition of the Company for $18.50 per share. The Company’s stock price closed at $15.47, an increase from the closing price of $14.67 on the previous trading day.

Later on November 8, 2010, KKR and Centerview submitted a revised proposal to acquire the Company for $18.50 per share in cash, which represented a premium of approximately 36.0% over the closing price of the Company’s stock on October 8, 2010, the last full trading day prior to delivery of the initial proposal from KKR and Centerview. The proposal was subject to the Company granting KKR and Centerview exclusivity, completion of due diligence, negotiation of appropriate documentation and securing debt financing commitments.

On November 9, 2010 the board of directors met to review the strategic alternatives available to the Company. The board of directors also considered the proposal from KKR and Centerview received the day prior to the meeting. Members of the Company’s senior management as well as representatives of Barclays Capital and Gibson Dunn participated in the meeting. After considering the revised indication of interest from KKR and Centerview the board of directors agreed that, while it was not prepared to grant KKR/Centerview exclusivity, the Company should continue to explore a potential transaction with KKR and Centerview, and directed senior management of the Company and Barclays Capital to allow KKR and Centerview to begin business due diligence, permit KKR and Centerview to engage potential sources of debt financing, and to commence negotiation of transaction documents. Representatives of Barclays Capital then provided an overview of various strategic alternatives available to the Company, including execution of the Company’s LRP, a sale to a private equity firm via a leveraged buy-out,

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standalone structured alternatives (such as a leveraged recapitalization, a spin off, and a carve-out through an initial public offering of the pet division) and a strategic sale (such as an all cash sale, merger alternatives and the sale of either the pet or consumer division). At the end of the meeting the board of directors instructed Barclays Capital to continue its review of strategic alternatives in parallel with the KKR/Centerview process, and scheduled a further meeting at which such alternatives could further be discussed with Barclays Capital and members of senior management. The board of directors also directed Barclays Capital to prepare an analysis of additional strategic alternatives which might be available to the Company in addition to those indicated above.

Later on November 9, 2010, representatives of Barclays Capital contacted representatives of KKR and informed them that the board of directors had authorized KKR/Centerview to begin its in depth business due diligence review of the Company, engage potential sources of debt financing and commence negotiation of transaction documents. In the same conversation, representatives of Barclays Capital also informed KKR that the board of directors would not grant exclusivity to KKR/Centerview and had not approved moving forward with a transaction at $18.50 per share and that KKR/Centerview would need to improve its proposal. At this time, the Company formally authorized KKR/Centerview to begin discussions with Bank of America, N.A., JPMorgan Chase Bank, N.A. and Morgan Stanley to begin the process of arranging debt financing commitments which would be required in connection with an acquisition of the Company.

Later during the week of November 8, 2010, KKR and Centerview approached Barclays Capital about the possibility of including Vestar in the deal as an additional member of the sponsor group. Representatives of KKR indicated that Vestar’s prior experience in the food industry would make them an ideal partner for KKR/Centerview in connection with a potential investment in the Company. After discussions between KKR, Centerview and the Company, the Company permitted KKR and Centerview to approach Vestar to become an additional member of the sponsor group. After Vestar indicated its interest in participating in the transaction, the Company gave representatives of Vestar, which had in February 2010 signed a confidentiality agreement with the Company, access to due diligence materials.

Between November 12, 2010 and November 24, 2010, representatives of the sponsors engaged in an extensive due diligence investigation of the Company and its operations, including numerous calls and meetings among representatives of the sponsors and their advisors with representatives of the Company and its advisors, and visits to certain of the Company’s facilities.

On November 15, 2010, representatives of Gibson Dunn circulated a draft merger agreement to representatives of Simpson Thacher & Bartlett LLP, outside legal counsel for the sponsors (“Simpson Thacher”). Between such date and until the execution of the merger agreement, representatives of Gibson Dunn and Simpson Thacher negotiated the terms of the merger agreement and ancillary documentation. Among other things, the parties discussed and negotiated extensively the “go shop” related provisions of the merger agreement (including the “go-shop” duration, matching rights and Company termination fees), as well as covenants related to Parent’s third party debt financing and the Company’s and Parent’s obligation to pay a termination fee to the other party under certain circumstances.

During the week of November 15, 2010, representatives of KKR discussed with representatives of Barclays Capital and the Company the possibility of Barclays Capital participating in the financing necessary for the proposed transaction with the sponsors, in light of Barclays Capital’s familiarity with the Company. The board of directors subsequently weighed the benefits and risks associated with allowing Barclays Capital to participate in the financing and ultimately concurred that it was in the best interests of the Company to have Barclays Capital act as a (but not the sole) financing source. In light of Barclays Capital’s potential involvement in the financing of the transaction, the board of directors considered whether it should engage an additional financial advisor that would not participate in the financing. The board subsequently determined to engage Perella Weinberg Partners LP (“Perella Weinberg”) as its additional financial advisor.

On November 18, 2010, during the latter part of the trading day, an on-line news service reported that KKR was in discussions to buy the Company for $18.50 per share. The publication further reported that a deal may be announced within two weeks, that Barclays Capital was acting as financial advisor to the Company and that the Company had held prior discussions with private equity firms earlier in the year. In the last half hour of trading, the Company’s stock rose from $14.88 per share to a high of $16.41 per share before closing at $15.71 per share up from a closing price of $14.50 per share on November 17, 2010. Later in the evening of November 18, 2010 and on November 19, 2010, other news organizations including The Wall Street Journal, The Financial Times, The New York Times as well as equity research analysts that cover the Company published articles regarding the potential acquisition of the Company by KKR.

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Between November 19, 2010 and November 22, 2010, the sponsors and representatives of Barclays Capital had various discussions surrounding the price per share to be paid by the sponsors in the proposed merger.

On November 22, 2010, the board of directors met, together with representatives of Barclays Capital and Gibson Dunn. Representatives of Barclays Capital discussed in detail with the board of directors the various strategic alternatives available to the Company, including execution of the Company’s LRP (including the review of certain enhancements to the plan and pursuing strategic acquisitions), a sale to a private equity firm via a leveraged buy-out, stand-alone structured alternatives and a strategic sale. The board of directors also discussed with its advisors the challenges faced by the Company in the last six months. Afterwards, the board of directors was updated as to the status of negotiations with the sponsors.

After such discussion the board of directors went into an executive session, during which the board of directors actively discussed the strategic alternatives available to the Company and the proposal by the sponsors. While this executive session was taking place, a representative of KKR contacted Barclays Capital to indicate that the sponsors were willing to increase their offer to $18.75 per share in cash, a premium of approximately 37.9% over the closing price of Company stock on October 8, 2010, the last full trading day prior to delivery of the initial proposal from KKR and Centerview. At this time, the representative of KKR also indicated that the sponsors had completed their business due diligence review of the Company, that their financing sources were prepared to commit the financing necessary to complete an acquisition of the Company and that the sponsors were prepared to execute a definitive agreement to acquire the Company as early as the following day.

At the conclusion of the executive session, Barclays Capital rejoined the meeting of the board of directors and communicated to the board of directors that the sponsors had increased their proposal. Additional discussions regarding the revised proposal ensued. At the conclusion of such discussions the board of directors determined to proceed with negotiations with the sponsors, but instructed Barclays Capital to seek a higher price per share.

Later in the afternoon of November 22, 2010, representatives of Barclays Capital contacted a representative of KKR and informed him that the board of directors had not yet made a decision to approve a transaction and indicated that the sponsors should improve their proposal and submit their best and final offer when they were prepared to do so.

During the day on November 23, 2010, representatives of Gibson Dunn and Simpson Thacher and representatives of Barclays Capital and KKR continued to negotiate the terms of the proposed transaction.

On November 24, 2010, a representative of KKR indicated to a representative of Barclays Capital that the sponsors were willing to increase their offer to $19.00 per share, a premium of approximately 39.7% over the closing price of Company’s common stock on October 8, 2010, the last full trading day prior to delivery of the initial proposal from KKR and Centerview. The representative of KKR also indicated that this was the best and final offer of the sponsors. Later on November 24, 2010, the board of directors met to consider the increased offer by the sponsors and the terms of the proposed merger agreement and ancillary agreements, at which meeting members of the Company’s management and representatives of Barclays Capital, Perella Weinberg and Gibson Dunn were present. The board of directors was updated as to developments regarding the potential transaction with the sponsors since the last meeting, including that the sponsors had increased their offer to $19.00 per share and that this constituted the sponsors’ best and final offer. Also at this meeting, each of Perella Weinberg and Barclays Capital reviewed with the board of directors their respective financial analysis of the $19.00 per share cash consideration. Barclays Capital rendered its oral opinion to the board of directors, which was confirmed by delivery of a written opinion dated November 24, 2010, to the effect that, based upon and subject to the qualifications, limitations and assumptions stated in the written opinion, as of such date, from a financial point of view the $19.00 per share cash consideration to be offered to the stockholders of the Company pursuant to the merger agreement was fair to such stockholders. At such time, Perella Weinberg also rendered its oral opinion to the board of directors, which was confirmed by delivery of a written opinion dated November 24, 2010, to the effect that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered and qualifications and limitations set forth in the written opinion, the $19.00 per share cash consideration to be received in the merger by the holders of the Company’s common stock was fair, from a financial point of view, to such holders. Representatives of Gibson Dunn then reviewed in detail the provisions of the proposed merger agreement and ancillary agreements with the board of directors.

Afterwards, the board of directors went into executive session in order to discuss the sponsors’ proposal. Following this session, the board of directors unanimously determined that the merger was fair to and in the best interests of the Company and its stockholders and approved and declared advisable the merger agreement, and resolved that the merger agreement be submitted for consideration by the stockholders of the Company at a meeting of stockholders and recommended that the stockholders of the Company vote to adopt the merger agreement. The board of directors also

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appointed the Strategic Committee, consisting of Timothy G. Bruer, Victor L. Lund and Terence D. Martin, to manage and oversee the process of soliciting indications of interest during the “go-shop” period.

In the evening of November 24, 2010, Parent, Merger Sub and the Company finalized and executed the merger agreement and the ancillary agreements. On November 25, 2010, the sponsors and the Company issued a joint press release announcing execution of the merger agreement.

The merger agreement provides that, until 11:59 p.m., Eastern Time, on January 8, 2011, the Company was allowed to initiate, solicit and encourage any alternative acquisition proposals from third parties, provide non-public information to and participate in discussions and negotiate with third parties with respect to alternative acquisition proposals. At the direction of the board of directors and under the oversight of the Strategic Committee, Barclays Capital conducted the “go-shop” process on behalf of the Company. Representatives from Barclays Capital contacted a total of 53 parties, comprised of 30 strategic parties and 23 financial parties, to determine whether they would be interested in exploring a transaction with the Company that could be superior to the merger. Of the 53 parties contacted, 3 parties requested and were provided with confidentiality agreements and 2 of these parties entered into confidentiality agreements with the Company. Additionally, the Company released 4 of the parties that had signed confidentiality agreements with the Company in February 2010 from the standstill obligations contained in such agreements. Subsequently, each party that entered into a confidentiality agreement with the Company or that was released from the standstill obligations of a previous confidentiality agreement was provided with access to certain confidential information regarding the Company. Despite follow-up inquiries from Barclays Capital, no party submitted an acquisition proposal to the Company prior to the expiration of the “go-shop” period.

Following the expiration of the “go-shop” period, on January 8, 2011, the Company issued a press release announcing the conclusion of the “go-shop” period and that it had not received any acquisition proposals from any party. As a result, no party can qualify as an “excluded party” under the merger agreement.

REASONS FOR THE MERGER; RECOMMENDATION OF THE BOARD OF DIRECTORS

The board of directors, acting in consultation with its outside counsel and financial advisors, at a meeting held on November 24, 2010, unanimously determined that it is in the best interests of our stockholders for the Company to enter into the merger agreement and approved and declared advisable the merger agreement and resolved that the merger agreement be submitted for consideration by the stockholders of the Company at a special meeting of stockholders, and recommended that our stockholders vote to adopt the merger agreement.

In evaluating the merger agreement, the merger and the other transactions contemplated by the merger agreement, the board of directors consulted with our senior management team, as well as our outside legal counsel and financial advisors, and considered a number of factors, including, but not limited to, the following material factors (not necessarily in order of relative importance):

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The board of directors also considered a variety of potentially negative factors in its deliberations concerning the merger agreement and the merger, including, but not limited to, the following (not necessarily in order of relative importance):

The foregoing discussion of the information and factors considered by the board of directors is not intended to be exhaustive, but includes the material factors considered by the board of directors. In view of the variety of factors considered in connection with its evaluation of the merger, the 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

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and recommendation. In addition, individual directors may have given different weights to different factors. The board of directors did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The board of directors based its recommendation on the totality of the information presented.

The board of directors unanimously recommends that you vote “FOR” the proposal to adopt the merger agreement and “FOR” the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.

In considering the recommendation of the board of directors with respect to the proposal to adopt the merger agreement, you should be aware that our directors and executive officers have interests in the merger that are different from, or in addition to, yours. The board of directors was aware of and considered these interests, to the extent such interests existed at the time, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending that the merger agreement be adopted by the stockholders of the Company. See the section entitled “— Interests of Certain Persons in the Merger” beginning on page 51.

OPINION OF BARCLAYS CAPITAL INC.

The Company engaged Barclays Capital to act as its financial advisor with respect to pursuing strategic alternatives for the Company, including a possible sale of the Company. On November 24, 2010, Barclays Capital rendered its oral opinion (which was subsequently confirmed in writing) to the Company’s board of directors that, based upon and subject to the qualifications, limitations and assumptions stated in its written opinion, as of such date, from a financial point of view, the consideration to be offered to the stockholders of the Company pursuant to the merger agreement was fair to such stockholders.

The full text of Barclays Capital’s written opinion, dated as of November 24, 2010, is attached as Annex B to this proxy statement and is incorporated by reference herein. Barclays Capital’s written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Barclays Capital in rendering its opinion. You are encouraged to read the opinion carefully in its entirety. The following is a summary of Barclays Capital’s opinion and the methodology that Barclays Capital used to render its opinion. This summary is qualified in its entirety by reference to the full text of the opinion.

Barclays Capital’s opinion, the issuance of which was approved by Barclays Capital’s Fairness Opinion Committee, is addressed to the board of directors of the Company, addresses only the fairness, from a financial point of view, of the consideration to be offered to the stockholders of the Company and is not intended to be and does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote with respect to the merger or any other matter. The terms of the merger were determined through arm’s-length negotiations between the Company and Parent and were unanimously approved by the Company’s board of directors. Barclays Capital did not recommend any specific form of consideration to the Company or that any specific form of consideration constituted the only appropriate consideration for the merger. Barclays Capital was not requested to opine as to, and its opinion does not in any manner address, the Company’s underlying business decision to proceed with or effect the merger or the likelihood of consummation of the merger. In addition, Barclays Capital expressed no opinion on, and its opinion does not in any manner address, the fairness of the amount or the nature of any compensation to any officers, directors or employees of any parties to the merger, or any class of such persons, relative to the consideration to be offered to the stockholders of the Company in the merger. No limitations were imposed by the Company’s board of directors upon Barclays Capital with respect to the investigations made or procedures followed by it in rendering its opinion.

In arriving at its opinion, Barclays Capital reviewed and analyzed:

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In addition, Barclays Capital had discussions with the management of the Company concerning its business, operations, assets, liabilities, financial condition and prospects and undertook such other studies, analyses and investigations as Barclays Capital deemed appropriate.

In arriving at its opinion, Barclays Capital assumed and relied upon the accuracy and completeness of the financial and other information used by Barclays Capital without any independent verification of such information, and further relied upon the assurances of management of the Company that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the LRP Forecasts, upon the advice of the Company, Barclays Capital assumed that such projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company and that the Company would perform substantially in accordance with such projections. Barclays Capital assumed no responsibility for and expressed no view as to any of the LRP Forecasts or the assumptions on which they were based. In arriving at its opinion, Barclays Capital did not conduct a physical inspection of the properties or facilities of the Company and did not make or obtain any evaluations or appraisals of the assets or liabilities of the Company.

Further, Barclays Capital considered previous efforts to solicit indications of interest and definitive proposals from third parties with respect to the purchase of all or a part of the Company’s business. In addition, Barclays Capital has been requested to solicit third party indications of interest in the possible acquisition of all or a part of the Company’s business for a specified period after the date of the merger agreement as permitted by the provisions thereof. Barclays Capital’s opinion was necessarily based upon market, economic and other conditions as they existed on, and can be evaluated only as of, November 24, 2010. Barclays Capital assumes no responsibility for updating or revising its opinion based on events or circumstances that may have occurred after November 24, 2010.

Barclays Capital assumed the accuracy of the representations and warranties contained in the merger agreement and all agreements related thereto. Barclays Capital also assumed, upon the advice of the Company, that all material governmental, regulatory and third party approvals, consents and releases for the merger will be obtained within the constraints contemplated by the merger agreement and that the merger will be consummated in accordance with the terms of the merger agreement without waiver, modification or amendment of any material term, condition or agreement thereof. Barclays Capital did not express any opinion as to any tax or other consequences that might result from the merger, nor did Barclays Capital’s opinion address any legal, tax, regulatory or accounting matters, as to which Barclays Capital understands that the Company has obtained such advice as it deemed necessary from qualified professionals.

In connection with rendering its opinion, Barclays Capital performed certain financial, comparative and other analyses as summarized below. In arriving at its opinion, Barclays Capital did not ascribe a specific range of values to the shares of the Company common stock, but rather made its determination as to fairness, from a financial point of view, to the Company’s stockholders of the consideration to be offered to such stockholders in the merger on the basis of various financial and comparative analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.

In arriving at its opinion, Barclays Capital did not attribute any particular weight to any single analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the particular transaction. Accordingly, Barclays Capital believes that its analyses and factors must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

The following is a summary of the material financial analyses used by Barclays Capital in preparing its opinion to the Company’s board of directors. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by Barclays Capital, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial

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analyses. In performing its analyses, Barclays Capital made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company or any other parties to the merger agreement. None of the Company, the sponsors, Parent, Merger Sub, Barclays Capital or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of any businesses do not purport to be appraisals or reflect the prices at which the businesses may actually be sold.

Analysis of Implied Premiums and Multiples

Barclays Capital analyzed the implied premiums based on the merger consideration of $19.00 per share as compared to the following:

The results of this analysis are summarized in the following table:

Barclays Capital also analyzed the implied multiple of the Company’s enterprise value (or short- and long- term debt plus market value of common equity, the value of preferred stock (at liquidation value) and the book value of any minority interest, minus cash and cash equivalents) to earnings before interest, taxes, depreciation and amortization, or EBITDA, based on the unaffected price of $14.50 per share as of November 17, 2010 and based on the merger consideration of $19.00 per share. For purposes of its analyses, Barclays Capital used Company balance sheet information and last twelve month (LTM) EBITDA as of August 1, 2010. Barclays Capital also calculated the implied historical and projected earnings per share multiples (commonly referred to as a price earnings ratio, or P/E) based on the unaffected price of $14.50 per share as of November 17, 2010 and based on the merger consideration of $19.00 per share, with the projected earnings per share multiples based on the LRP Forecasts. The results of this analysis are summarized below:

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Historical Share Price Analysis

To illustrate the trend in the historical trading prices of the Company common stock, Barclays Capital considered historical data with regard to the trading prices of the Company common stock for the period from November 17, 2005 to November 17, 2010 and compared such data with the relative stock price performances during the same periods of the S&P 500 and a composite of the selected companies listed under the caption “Selected Comparable Company Analysis” below.

Barclays Capital noted that during the period from November 17, 2005 to November 17, 2010 (the last trading day prior to the date that publicly rumored speculation regarding a possible sale of the Company began), the closing price of the Company common stock increased 43%, compared to: the S&P 500, which decreased 5%; the stock of selected large-cap packaged food companies, which, on average, increased 14%; the stock of selected packaged food peer companies, which, on average, remained unchanged; and the stock of selected fresh produce companies, which, on average, decreased 33%. Barclays Capital also noted that during the period from November 17, 2007 to November 17, 2010, the closing price of the Company common stock increased 43%, compared to: the S&P 500, which decreased 19%; the stock of selected large-cap packaged food companies, which, on average, remained unchanged; the stock of selected packaged food peer companies, which, on average, decreased 3%; and the stock of selected fresh produce companies, which, on average, decreased 32%. Barclays Capital further noted that during the period from November 17, 2009 to November 17, 2010, the closing price of the Company common stock increased 31%, compared to: the S&P 500, which increased 6%; the stock of selected large-cap packaged food companies, which, on average, increased 6%; the stock of selected packaged food peer companies, which, on average, increased 4%; and the stock of fresh produce companies, which, on average, decreased 17%.

Discounted Analyst Price Targets

Barclays Capital reviewed the public market trading price targets for the Company common stock prepared and published by securities research analysts prior to November 17, 2010, the last trading day prior to the date that publicly rumored speculation regarding a possible sale of the Company began. These targets reflected each analyst’s estimate of the future public market trading price for the Company common stock. The public market trading price targets published by securities research analysts do not necessarily reflect current market trading prices for the shares and these estimates are subject to uncertainties, including future financial performance of the Company and future financial market conditions. The range of equity analyst price targets for the Company common stock was $13.00 to $22.00 per share, with a mean of $16.50 per share (per share values were rounded to the nearest $0.25 increment). Because the general practice of securities research analysis is to provide 12 to 18 month price targets, Barclays Capital discounted the analysts’ price targets by one year back to November 24, 2010 using a discount rate of 9.7%, which was the Company’s estimated current cost of equity, to derive a range of present values of these price targets, which resulted in a range of securities research analysts’ price targets for the Company common stock having present value of approximately $11.75 to $20.00 per share, with a mean of $15.00 per share.

Barclays Capital noted that the merger consideration of $19.00 per share was within the range of discounted analyst price targets.

Selected Comparable Company Analysis

In order to assess how the public market values shares of similar publicly traded companies, Barclays Capital reviewed and compared specific financial and operating data relating to the Company with selected companies in the packaged food and fresh produce industries that Barclays Capital, based on its experience in these industries, deemed comparable to the Company. The selected comparable companies were:

Barclays Capital calculated and compared various financial multiples and ratios of the Company and the selected comparable companies. As part of its selected comparable company analysis, Barclays Capital calculated, among other things, the ratio of each company’s enterprise value to historical and projected EBITDA. The enterprise value

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of each company was obtained by adding its short- and long-term debt to the sum of the market value of its common equity, the value of any preferred stock (at liquidation value) and the book value of any minority interest, and subtracting its cash and cash equivalents. All of these calculations were performed, and based on publicly available financial data (including Wall Street research estimates and Fact Set) and closing prices, as of November 17, 2010, the last trading day prior to the date that publicly rumored speculation regarding a possible sale of the Company began. The results of this selected comparable company analysis are summarized below:

Barclays Capital selected the comparable companies listed above because of similarities in one or more business or operating characteristics with the Company. However, because of the inherent differences between the business, operations and prospects of the Company and those of the selected comparable companies, Barclays Capital believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, Barclays Capital also made qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of the Company and the selected comparable companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and degree of operational risk between the Company and the companies included in the selected company analysis. Based upon these judgments, Barclays Capital selected a range of 6.5x to 8.0x calendar year 2011 estimated EBITDA for the Company and applied such range to the LRP Forecasts to calculate a range of implied prices per share of the Company. The selected comparable company analysis yielded an implied valuation range for the Company common stock of $13.75 to $18.00 per share (per share values were rounded to the nearest $0.25 increment).

Barclays Capital noted that the merger consideration of $19.00 per share was above the range of implied values per share calculated on a standalone basis pursuant to the selected comparable company analysis.

Discounted Equity Value Analysis

Barclays Capital performed an illustrative analysis of the present value of the Company’s theoretical implied future price per share. In performing the discounted equity value analysis, Barclays Capital multiplied the earnings per share estimates for calendar years 2011 to 2014 based on the LRP Forecasts to price to earnings multiples of 9.9x (the Company calendar year 2011 price earnings ratio based on its stock price of $14.50 on November 17, 2010, the last trading day prior to the date that publicly rumored speculation regarding a possible sale of the Company began) to 12.3x (the mean of the packaged food peer companies (identified in the “Selected Comparable Company Analysis” above) calendar year 2011 price earnings ratios) in order to estimate future prices per share. The estimated future prices per share were then discounted to present value using a discount rate of 9.7% (the Company’s estimated current cost of equity) implying an equity value for the Company of $14.00 per share at a price to earnings multiple of 9.9x and $17.75 per share at a price to earnings multiple of 12.3x (per share values were rounded to the nearest $0.25 increment).

Barclays Capital noted that the merger consideration of $19.00 per share was above the range of implied values per share calculated pursuant to the discounted equity value analysis.

Selected Precedent Transaction Analysis

Barclays Capital reviewed and compared the purchase prices and financial multiples paid in selected other transactions that Barclays Capital, based on its experience with merger and acquisition transactions, deemed relevant. Barclays Capital chose such transactions based on, among other things, the similarity of the applicable target companies in the transactions to the Company with respect to the size, mix, margins and other characteristics of their businesses. Barclays Capital selected transactions where purchase prices and financial multiples were

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publicly disclosed by the parties who entered into the transaction. In certain cases, Barclays Capital adjusted the purchase prices and financial multiples of the selected transactions, where applicable, to account for the present value of tax benefits as well as adjustments to EBITDA for one-time and nonrecurring events. The following table sets forth the transactions analyzed based on such characteristics and the results of such analysis:

The reasons for and the circumstances surrounding each of the selected precedent transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of the Company and the companies included in the selected precedent transaction analysis. Accordingly, Barclays Capital believed that a purely quantitative selected precedent transaction analysis would not be particularly meaningful in the context of considering the merger. Barclays Capital therefore made qualitative judgments concerning differences between the characteristics of the selected precedent transactions and the merger which would affect the acquisition values of the selected target companies and the Company. Based upon these judgments, Barclays Capital selected a range of 8.0x to 10.0x the last twelve months’ EBITDA and applied such range to the Company’s last twelve months EBITDA to calculate a range of implied prices per share of the Company.

The selected transaction analysis yielded an implied valuation range for the Company common stock of $16.75 to $22.25 per share (per share values were rounded to the nearest $0.25 increment).

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Barclays Capital noted that the merger consideration of $19.00 per share was within the range of implied values per share calculated based on the selected precedent transaction analysis.

Transaction Premium Analysis

In order to assess the premium offered to the stockholders of the Company in the merger relative to the premiums offered to stockholders in other transactions, Barclays Capital reviewed the premiums paid in the 70 100% cash transactions of U.S. public companies with enterprise values between $3 billion and $10 billion since January 1, 2005. For each transaction, Barclays Capital calculated the premium per share paid by the acquirer by comparing the announced transaction value per share to the target company’s historical average share price during the following periods: (i) one trading day prior to announcement, (ii) seven calendar days prior to announcement, (iii) 30 calendar days prior to announcement, and (iv) 90 calendar days prior to announcement, and also compared to the 52-week high and 52-week low for the target company’s share price prior to the announcement date. The results of this transaction premium analysis are summarized below: