April 5, 2011 (Mountain View, CA) – Fenwick & West LLP represented its client Diamond Foods, Inc. in its merger with the Pringles business of The Procter & Gamble Company (“P&G”). Pringles is the world’s largest potato crisp brand with sales in over 140 countries and manufacturing operations in the U.S., Europe and Asia. The global, iconic brand will join Diamond’s dynamic portfolio of brands, which includes Diamond of California and Emerald nuts, Pop Secret microwave popcorn and Kettle Brand potato chips.
P&G expects the separation to occur through a “split-off” transaction in which P&G shareholders can elect to participate in an exchange offer to exchange P&G shares for shares of Diamond. Under the terms of a split-merge agreement, P&G will establish a separate entity to hold the Pringles business, which will be distributed to electing P&G shareholders in a tax-efficient transaction with a simultaneous merger with Diamond. This “Reverse Morris Trust” transaction has been approved by the boards of both companies.
The value of the transaction is $2.35 billion and is subject to approval by Diamond shareholders and the satisfaction of customary closing conditions and regulatory approvals. The transaction is expected to be completed by the end of calendar 2011.
In 2008 and 2010, Fenwick represented Diamond in its acquisitions of Pop Secret microwave popcorn and Kettle Brand potato chips.
More information about the transaction can be obtained from the Diamond Foods website.
The Fenwick & West transaction team included corporate attorneys Douglas Cogen, David Michaels, Kee Kim and Michael Brown; tax attorneys Michael Solomon and Will Skinner; executive compensation and employee benefits attorneys Scott Spector and Gerald Audant; antitrust attorney Mark Ostrau; technology transactions attorney Lisa Kenkel; patent attorney Stuart Meyer; and trademark attorney Connie Ellerbach.
Fenwick & West has one of the preeminent M&A practices in the nation. In recent years, the firm has completed more than $200 billion worth of M&A transactions, including significant acquisition programs for leading serial acquirers. The firm is ranked by Bloomberg, Factset and Thomson Reuters as one of the top 10 M&A legal advisors in the U.S. based on volume of deals completed.