Campbell Soup Co. and Daniel Loeb’s hedge fund Third Point LLC are close to an agreement over composition of the U.S. food company’s board of directors that will end a proxy contest that was due to come to a head this week.
Svea Herbst-Bayliss and Greg Roumeliotis of Reuters had the news:
Under the deal being negotiated, Third Point will have two of its nominees appointed to Campbell Soup’s board, the sources said. This arrangement is a concession Campbell Soup had previously offered, but Third Point had turned down.
The two Third Point nominees to join Campbell Soup’s board would be Comscore Inc president Sarah Hofstetter and former Blue Buffalo CEO Kurt Schmidt, the sources said, cautioning that it was possible that negotiations could still collapse at the last minute.
The two will expand Campbell Soup’s board from 12 members to 14, and will also have input in appointment of a third director, as well as the company’s search for a new chief executive, the sources said.
Cara Lombardo and Annie Gasparro of The Wall Street Journal reported that Third Point had rejected a similar deal:
The deal being discussed is similar to the offer Campbell made to Third Point’s Daniel Loeb earlier this month, the people said, which Mr. Loeb rejected at the time.
The deal currently being discussed could also include giving Third Point input on another new director, the people said. Third Point could also have input in selecting Campbell’s new chief executive, they said. The company has said it plans to name a new CEO by the end of the year.
It is also expected to include a customary standstill provision that would prevent Third Point from launching a proxy fight next year, one of the people said.
The deal hadn’t been finalized as of Sunday afternoon, and talks could still fall apart. The shareholder vote is scheduled for Thursday.
Lauren Hirsch of CNBC.com reported that Third Point had wanted to replace the entire board:
Third Point and its founder, Dan Loeb, which have a roughly 7 percent stake in Campbell, originally wanted to replace the soup company’s entire board. Third Point is now aiming to add only five directors, it has said.
Should Third Point and Campbell secure a deal, it would mark a huge shift for a soup company steeply tied to its tradition of largely being run as a family company. Three of Campbell’s heirs sit on its board. The descendant family owns at least 41 percent of the company and pledged their support of the soup company. That’s even as one of the Campbell soup heirs, George Strawbridge Jr., partnered with Loeb in the proxy battle.
But a series of missteps and poor financial performance left the soup company vulnerable. Campbell has delivered a 19-percent total shareholder return over the last 20 years, while the S&P 500 has nearly tripled in the same period.
It is now selling its fresh food business, undoing efforts to move into the faster growing area of the grocery store. After struggles due to inexperience and an ill-timed drought, the fresh food unit this past quarter posted an operating loss of $3 million.
