ConAgra Foods to Separate into Two Independent Companies
ConAgra Foods files form 10 registration statement for planned spin-off, announces key Lamb Weston leadership positions
ConAgra Foods, Inc. announced the initial filing of a Form 10 Registration Statement with the US Securities and Exchange Commission (SEC) in connection with its planned separation into two independent public companies: Lamb Weston Holdings, Inc. and Conagra Brands, Inc. The filing provides detailed information on Lamb Weston’s strategy, business and historical financial results and will be updated with additional information in subsequent amendments as part of the SEC review process. Additional information on the strategy and financial performance of both companies will be provided at separate investor days held prior to completion of the separation.
“We believe that this separation will create two focused companies that are well-positioned to unlock unique growth opportunities to win in the marketplace and create value for stockholders,” said Sean Connolly, ConAgra Foods president and chief executive officer. “We have made tremendous progress since last November when we announced our plan to separate, and the filing of the Form 10 marks an important milestone in this process. We remain on track to complete the separation by the fall of calendar 2016.”
As disclosed in the filing, current ConAgra Foods director Timothy R. McLevish will become the executive chairman of the board of directors of Lamb Weston, effective upon the completion of the spin-off.
“I’m excited to be named executive chairman of Lamb Weston,” said McLevish. “I’ve had the opportunity to get to know this business very well, and I believe it has terrific prospects as a stand-alone company. We are extremely well-positioned for long-term growth and shareholder value creation.”
Additionally, Thomas P. Werner, currently president of Commercial Foods at ConAgra Foods, will become chief executive officer of Lamb Weston and will serve as a director on the Lamb Weston board.
Werner commented, “As Lamb Weston prepares for life as an independent company, it is ideally suited to continue to deliver leading products for our customers and value for our shareholders. I look forward to leading our talented team as we capitalize on the opportunities that lie ahead.”
Lamb Weston’s portfolio will consist of frozen potato, sweet potato, appetizer and other vegetable products, as well as a continued presence in retail frozen products under licensed brands and private brands. With distinct competitive advantages in key geographies, Lamb Weston will leverage this strong foundation to build upon its proven track record of growth. Lamb Weston will focus on opportunities to expand share domestically and accelerate international growth, particularly within fast-growing emerging markets.
Conagra Brands will be comprised primarily of the operations currently reported as ConAgra Foods’ Consumer Foods segment, as well as the Foodservice business (minus the recently divested Spicetec Flavors & Seasonings and JM Swank businesses), which is currently reported in the Commercial Foods segment. The Consumer Foods segment consists of popular leading brands such as Marie Callender’s, Hunt’s, RO*TEL, Reddi-wip, Slim Jim, PAM, Chef Boyardee, Orville Redenbacher’s, P.F. Chang’s and Healthy Choice. Conagra Brands’ core strategy will focus on further strengthening its consumer and foodservice portfolios, driving innovation and improving margins.
The separation is expected to be structured as a spin-off of the Lamb Weston business and tax-free to ConAgra Foods and its shareholders. The separation remains subject to certain conditions, including, among others, obtaining final approval from the Board of Directors of ConAgra Foods, the SEC declaring the Form 10 effective and receipt of an opinion from tax counsel on the tax-free nature of the spin-off to ConAgra Foods and its shareholders. The Form 10 filing is available at www.sec.gov under “Lamb Weston Holdings, Inc.”