Wrigley Company Files Definitive Proxy Statement for Merger Vote

2008-08-04 13:51:00

Wrigley Company Files Definitive Proxy Statement for Merger Vote

    CHICAGO, Aug. 4 /EMWNews/ -- Wm. Wrigley Jr. Company

(NYSE: WWY) today filed a definitive proxy statement for a special meeting

of its stockholders to consider a proposal to adopt the merger agreement

(originally announced on April 28, 2008) that -- if approved -- will

satisfy a necessary condition toward Wrigley becoming a separate,

stand-alone business unit operating under Mars, Incorporated.



    The special meeting will be held on September 25, 2008 at 9:00 a.m.,

Chicago time, at the Chase Auditorium, 10 South Dearborn Street, Chicago,

Illinois 60603. Once a quorum is established, holders of Wrigley stock as

of the record date for the meeting -- July 28, 2008 -- will be entitled to

vote on the proposed merger. Two-thirds majority votes in favor of the

proposal for both Wrigley's common shares and Class B common shares -- with

each class voting separately -- are required for approval.



    If the merger is completed, holders of Wrigley Common Stock and Class B

Common Stock will be entitled to receive $80.00 in cash, or the "merger

consideration," for each share of Wrigley Common Stock or Class B Common

Stock owned by them as of the effective time of the merger.



    This proxy filing comes in the wake of:



    -- last week's receipt of regulatory approval for the proposed merger

from the European Commission, following previous favorable decisions from

United States, Canadian and Australian regulators; and



    -- the prior week's initiation of the financing process for the

transaction.



    As a result, the special meeting of stockholders and an affirmative

vote on the merger proposal are two of the most significant outstanding

matters to be completed in order for the merger to close. Mars and Wrigley

are working to satisfy the remaining conditions, which are described in the

definitive proxy statement, and effect the merger as quickly as possible

following receipt of stockholder approval.



    Later today, a new "Proxy & Special Meeting Information" page will be

added to the "Investors" section of the Wrigley website

(http://www.wrigley.com). Clicking on the new tab will provide access to

materials related to the merger and the meeting -- including the definitive

proxy statement, information on receiving proxy materials electronically,

and a link to Company's transfer agent.



    About Wrigley



    The Wm. Wrigley Jr. Company is a recognized leader in confections with

a wide range of product offerings including gum, mints, hard and chewy

candies, lollipops, and chocolate. The Company has global sales of $5.4

billion and distributes its world-famous brands in more than 180 countries.

Three of these brands -- Wrigley's Spearmint(R), Juicy Fruit(R), and

Altoids(R) -- have heritages stretching back more than a century. Other

well-loved brands include Doublemint(R), Life Savers(R), Big Red(R),

Boomer(R), Pim Pom(R), Winterfresh(R), Extra(R), Freedent(R), Hubba

Bubba(R), Orbit(R), Excel(R),



    Creme Savers(R), Eclipse(R), Airwaves(R), Solano(R), Sugus(R), P.K.(R),

Cool Air(R) and 5(TM).



    Cautionary Statement Regarding Forward-Looking Information



    This press release contains statements which may be considered forward-

looking statements within the meaning of the Securities Exchange Act of

1934, including, without limitation, statements regarding operating

strategies, future plans and financial results. Forward-looking statements

may be accompanied by words such as "anticipate", "believe", "could",

"estimate", "expect", "forecast", "intend", "may", "possible", "predict",

"project" or similar words, phrases or expressions. The Company does not

undertake any obligation to update the information contained herein, which

speaks only as of the date of this press release. A variety of factors

could cause actual results to differ materially from the anticipated

results or expectations expressed including, without limitation, the

occurrence of any event, change or circumstance that could give rise to the

termination of the merger agreement and the possibility that the Company

would be required to pay any termination fee in connection therewith; the

outcome of any legal proceedings that may be instituted against the Company

and others following the announcement of the merger agreement; risks that

the required regulatory approvals will not be obtained in a timely manner,

if at all; inability to complete the merger due to the failure to obtain

stockholder approval or failure to satisfy the other conditions to the

completion of the merger; risks that the proposed transaction disrupts

current plans and operations; the availability or retention of retail

space; the availability of raw materials; changes in demographics and

consumer preferences; changes in foreign currency and market conditions;

increased competition and discounting and other competitive actions;

underutilization of or inadequate manufacturing capacity and labor

stoppages; governmental regulations; and the outcome of integrating

acquired businesses. These factors, and other important factors that could

affect these outcomes are set forth in the Company's most recently filed

Annual Report on Form 10-K and the Company's other SEC filings, in each

case under the heading "Forward-Looking Statements" and/or "Risk Factors".

Such discussions regarding risk factors and forward-looking statements are

incorporated herein by reference.





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