ConAgra Foods Announces Agreement to Acquire Bertolli and P.F. Chang's Frozen Meals Businesses From Unilever PLC

ConAgra Foods, Inc.

announced today that it has entered into a definitive agreement to acquire the Bertolli® and P.F. Chang's® Home Menu frozen meals businesses from Unilever

PLC for a total cash consideration of $265 million. With annual sales approaching $300 million, the Bertolli and P.F. Chang's businesses are leaders in the frozen multi-serve meals segment. The agreement includes a license for the use of the Bertolli brand name and the transfer of Unilever's existing license with P.F. Chang's for use of the P.F. Chang's Home Menu brand name. This acquisition reflects ConAgra Foods' commitment to continue growing its core businesses and expanding into strategic adjacencies. The company's strong position in the freezer case with brands such as Marie Callender's®, Banquet®, Healthy Choice® and Kid Cuisine®, will be enhanced by the addition of the Bertolli and P.F. Chang's brand names and the Italian and Asian food they bring to the portfolio. ConAgra Foods expects this acquisition to provide significant growth opportunities in the frozen food category. “Bertolli and P.F. Chang's multi-serve frozen meals are excellent additions to our portfolio. We'll use our extensive frozen food and innovation capabilities to grow these great brands even further,” said Gary Rodkin, chief executive officer of ConAgra Foods. “Just as our acquisition earlier this calendar year of Odom's Tennessee Pride extended our reach into frozen breakfasts, the addition of Bertolli and P.F. Chang's brands can bring us new consumers and new eating occasions.” When complete, this acquisition will support ConAgra Foods' growth strategy, which includes growing its core businesses and expanding into adjacent categories, building its private label business and continuing to develop its international presence. This will be the fifth acquisition in the last 12 months for ConAgra Foods, following the acquisitions of National Pretzel Company, Del Monte Canada, Odom's Tennessee Pride and the pita chip business of Kangaroo Brands. The Bertolli and P.F. Chang's frozen meals are currently produced in a Unilever facility that is not included in the sale. As part of the acquisition, key manufacturing equipment will be relocated to an existing ConAgra Foods facility. The acquisition, which is expected to close within the next 30-60 days subject to customary closing conditions, does not alter ConAgra Foods fiscal 2013 financial goals; the company expects fiscal 2013 EPS, adjusted for items impacting comparability, to grow 6-8 percent over the comparable fiscal 2012 EPS of $1.84*. The company also continues to expect fiscal 2013 operating cash flow to exceed $1.2 billion.