Offer to Purchase for CashGeneral Mills Inc • September 22nd, 2014 • Grain mill products
Sandy Acquisition Corporation, a Delaware corporation (“Purchaser”) and a direct wholly owned subsidiary of General Mills Company, a Delaware corporation (“General Mills”), hereby offers to purchase all outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Annie’s, Inc., a Delaware corporation (“Annie’s”), at a price of $46.00 per share, net to the seller in cash (the “Offer Price”), without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).
TENDER AND SUPPORT AGREEMENT by and among GENERAL MILLS, INC., SANDY ACQUISITION CORPORATION, and EACH OF THE CERTAIN STOCKHOLDERS NAMED HEREIN Dated as of September 8, 2014Tender and Support Agreement • September 22nd, 2014 • General Mills Inc • Grain mill products • Delaware
TENDER AND SUPPORT AGREEMENT, dated as of September 8, 2014 (this “Agreement”), by and among General Mills, Inc., a Delaware corporation (“Parent”), Sandy Acquisition Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and each of the stockholders of Annie’s, Inc., a Delaware corporation (the “Company”), named in Schedule 1 attached hereto (each, a “Principal Holder”).
June 19, 2014General Mills Inc • September 22nd, 2014 • Grain mill products • Minnesota
In connection with a possible mutually agreed business combination transaction (a “Transaction”) between Annies, Inc. (together with its controlled affiliates, and including any successors thereto, “Annie’s”) and General Mills, Inc. (together with its controlled affiliates, and including any successor thereto, the “Interested Party”), Annie’s and the Interested Party may make available to each other certain information. While this letter agreement (this “Agreement”) does not require either Party to furnish or make available any information, this Agreement shall govern such information as may be furnished or otherwise made available by each Party to the other. In this Agreement, (a) Annie’s and the Interested Party are referred to collectively as the “Parties” and individually as a “Party”, (b) the Party furnishing or otherwise making available any information is referred to in such capacity as the “Disclosing Party” and (c) the Party receiving any information is referred to in such cap
