SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 1, 2011
DIAMOND FOODS, INC.
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
|600 Montgomery Street, 13th Floor|
|San Francisco, California||94111|
|(Address of Principal Executive Offices)||(Zip Code)|
Registrants telephone number, including area code: (415) 445-7444
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|x||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Item 8.01 Other Events.
On November 1, 2011, Diamond Foods, Inc. issued a press release regarding an update on the timing of its proposed acquisition of the Pringles snack business from The Procter & Gamble Company, and an investigation by Diamonds Audit Committee of the accounting for certain crop payments to walnut growers. A copy of the press release is attached as an exhibit to this report.
Item 9.01 Financial Statements and Exhibits.
|99.1||Diamond Foods, Inc. press release dated November 1, 2011.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|DIAMOND FOODS, INC.|
Date: November 1, 2011
|Name: Stephen E. Kim|
Title: Senior Vice President, General Counsel and
Diamond Foods Provides Update on Pringles Transaction
SAN FRANCISCO, CA, November 1, 2011 Diamond Foods, Inc. (NASDAQ: DMND) today announced that its previously announced acquisition of the Pringles snack business from The Procter & Gamble Company (P&G) is now expected to close in the first half of calendar 2012. Diamond and P&G had previously expected the closing to occur in December of 2011.
Diamond and P&G have revised the expected closing date of the acquisition following the receipt by the Chairman of the Audit Committee of Diamonds Board of Directors of an external communication regarding Diamonds accounting for certain crop payments to walnut growers. In response to the communication, Diamonds Audit Committee decided to perform an investigation of this matter. Management is fully committed to supporting the Audit Committee in this process.
Closing of the Pringles transaction remains subject to customary closing conditions and completion of an exchange offer by P&G. Antitrust approvals required for the transaction have already been obtained.
Diamond Foods is an innovative packaged food company focused on building, acquiring and energizing brands including Kettle® Chips, Emerald® snack nuts, Pop Secret® popcorn, and Diamond of California® nuts. The Companys products are distributed in a wide range of stores where snacks and culinary nuts are sold. For more information visit our corporate web site: www.diamondfoods.com.
Note regarding forward-looking statements
This release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995, including with respect to the closing of the Pringles transaction. Actual results could differ materially from the forward-looking statements made in this release. Forward-looking statements necessarily depend on assumptions that may be incorrect and are subject to risks and uncertainties. These risks and uncertainties include those resulting
from the time it takes to complete the investigation and the potential results of the investigation. An extensive list of factors that could also materially affect actual results can be found in the filings that Diamond has made in connection with the proposed Pringles transaction and Diamonds periodic filings with the Securities and Exchange Commission (SEC). They are available publicly and on request from Diamonds Investor Relations department.
In connection with the proposed transaction between Diamond and P&G, Diamond has filed a registration statement on Form S-4 with the SEC, but this registration statement has not become effective. Investors are urged to read the registration statement and any other relevant documents when they become available because they will contain important information about Diamond, Pringles and the proposed transaction. The registration statement and other documents relating to the proposed transaction can be obtained free of charge from the SECs website at www.sec.gov. The documents can also be obtained free of charge from Diamond upon written request to Diamond Foods, Inc., Investor Relations, 600 Montgomery Street, San Francisco, California 94111 or by calling (415) 445-7444, or from P&G upon written request to The Procter & Gamble Company, Shareholder Services Department, P.O. Box 5572, Cincinnati, Ohio 45201-5572 or by calling (800) 742-6253.
|Linda Segre|| |
|SVP, Corporate Strategy|| |
|Diamond Foods|| |
Sard, Verbinnen & Co.