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Campbell Soup Company Recommends Shareholders Reject “Mini-Tender” Offer by Ponos Capital LLC

CAMDEN, N.J.--(BUSINESS WIRE)--Jul. 16, 2018-- Campbell Soup Company (NYSE:CPB) today announced that it received notice of an unsolicited "mini-tender" offer by Ponos Capital LLC (Ponos Capital) to purchase up to 5,952,381 shares of Campbell capital stock, which represents approximately 1.98% of the common shares outstanding, at a price of $42.00 per share in cash.

Please be aware that shareholders are not required to respond to Ponos Capital’s offer. Campbell does not endorse Ponos Capital’s unsolicited mini-tender offer and recommends that Campbell shareholders do not tender their shares in the offer. Ponos Capital has included in the terms of its offer a condition that the closing price of Campbell’s shares on the New York Stock Exchange on the last trading day prior to the expiration of the offer must exceed the $42.00 offer price. As a result, unless Ponos Capital decides to waive this condition, Campbell shareholders who tender their shares in the offer would receive a below market price for Campbell’s shares through the tender offer. The mini-tender offer is subject to numerous other conditions, including that Ponos Capital needs to obtain financing for the offer. There is no assurance that the conditions to the offer will be satisfied. Campbell shareholders are cautioned that Ponos Capital can extend the offer and delay payment beyond the currently scheduled expiration date of August 10, 2018. Campbell is not associated with Ponos Capital, its mini-tender offer or the mini-tender offer documentation.

Mini-tender offers seek to acquire less than 5 percent of a company's shares outstanding. Consequently, they can avoid many disclosure and procedural requirements of U.S. Securities and Exchange Commission (SEC) rules that apply to offers for more than 5 percent of a company's shares outstanding.

The SEC has cautioned investors about mini-tender offers, stating that mini-tender offers “have been increasingly used to catch investors off guard,” and that investors “may end up selling their securities at below-market prices.” The SEC's guidance to investors on mini-tender offers is available at https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html.

Shareholders should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to Ponos Capital's mini-tender offer. Campbell recommends that shareholders who have not responded to Ponos Capital’s offer take no action. Shareholders who have already tendered their shares may withdraw them at any time prior to 5:00 p.m. EDT on August 10, according to Ponos Capital's offering documents. Ponos Capital may extend the offering period at its discretion.

Campbell encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosure available at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

Campbell requests that a copy of this news release be included with all distributions of materials relating to Ponos Capital's mini-tender offer related to shares of Campbell's common stock.

About Campbell Soup Company

Campbell (NYSE:CPB) is driven and inspired by our Purpose, "Real food that matters for life's moments." We make a range of high-quality soups and simple meals, beverages, snacks and packaged fresh foods. For generations, people have trusted Campbell to provide authentic, flavorful and readily available foods and beverages that connect them to each other, to warm memories and to what's important today. Led by our iconic Campbell's brand, our portfolio includes Pepperidge Farm, Bolthouse Farms, Arnott's, V8, Swanson, Pace, Prego, Plum, Royal Dansk, Kjeldsens, Garden Fresh Gourmet, Pacific Foods, Snyder's of Hanover, Lance, Kettle Brand, KETTLE Chips, Cape Cod, Snack Factory Pretzel Crisps, Pop Secret, Emerald, Late July and other brand names. Founded in 1869, Campbell has a heritage of giving back and acting as a good steward of the planet's natural resources. The company is a member of the Standard and Poor's 500 and the Dow Jones Sustainability Indexes. For more information, visit www.campbellsoupcompany.com or follow company news on Twitter via @CampbellSoupCo. To learn more about how we make our food and the choices behind the ingredients we use, visit www.whatsinmyfood.com.

Source: Campbell Soup Company

Campbell Soup Company
INVESTOR CONTACT:
Ken Gosnell, 856-342-6081
ken_gosnell@campbellsoup.com
or
MEDIA CONTACT:
Thomas Hushen, 856-342-5227
thomas_hushen@campbellsoup.com