SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
_______________________
Date of Report (Date of earliest event reported):
April 13, 2016
McCormick & Company, Incorporated
(Exact name of registrant as specified in its charter)
Maryland | 001-14920 | 52-0408290 |
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
18 Loveton Circle | ||
Sparks, Maryland | 21152 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant's telephone number, including area code: (410) 771-7301
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 (see General Instruction A.2. below):
[ ] 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 Wednesday, April 13, 2016, McCormick & Company Incorporated issued a press release in connection with the previously disclosed approach to the Board of Premier Foods plc ("Premier Foods") regarding a possible all cash offer for Premier Foods. In this press release, McCormick announced that it had recently completed its due diligence review of Premier Foods, which was conducted with the management of Premier Foods in an open and collaborative spirit. McCormick has, however, concluded that it would not be able to propose a price and other terms of an offer that would be recommendable by the Board of Premier Foods while also delivering an appropriate return for McCormick’s shareholders. Accordingly, McCormick has determined to withdraw its proposal to acquire Premier Foods.
Filed with this Form 8-K as Exhibit 99.1 is a copy of the press release, which is incorporated herein by reference in its entirety.
Item 9.01 Financial Statements and Exhibits.
The exhibit to this Current Report on Form 8-K is listed in the Exhibit Index, which appears elsewhere herein and is incorporated herein by reference.
SIGNATURES
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.
McCORMICK & COMPANY, INCORPORATED | |||
Date: April 13, 2016 | By: | /s/ Jeffery D. Schwartz | |
Jeffery D. Schwartz | |||
Vice President, General Counsel & Secretary | |||
Exhibit
Number Exhibit Description
99.1 Copy of press release captioned “McCormick & Company Announces that it does not intend to make an offer for Premier Foods plc”
FOR IMMEDIATE RELEASE
McCormick & Company Announces that
it does not intend to make an offer for Premier Foods plc
it does not intend to make an offer for Premier Foods plc
SPARKS, Md., April 13, 2016 - Further to the announcement by Premier Foods plc (“Premier Foods”) on March 30, 2016, McCormick & Company, Incorporated (NYSE: MKC) (“McCormick”), a global leader in flavor, announces that it does not intend to make an offer for Premier Foods.
McCormick has completed its due diligence review of Premier Foods, which was conducted with the management of Premier Foods in an open and collaborative spirit. McCormick has, after careful consideration, concluded that it would not be able to propose a price that would be recommended by the Board of Premier Foods while also delivering appropriate returns for McCormick shareholders. Accordingly, McCormick has withdrawn its proposal to acquire Premier Foods.
This announcement is made in accordance with Rule 2.8 of the Takeover Code (the “Code”). As a result of this announcement, McCormick will, except in the circumstances set out in Note 2 on Rule 2.8 of the Code or otherwise with the consent of the UK Panel on Takeovers and Mergers, be bound by the restrictions contained in Rule 2.8 of the Code.
For information contact:
McCormick Investor Relations
Joyce Brooks (410-771-7244 or joyce_brooks@mccormick.com)
McCormick Corporate Communications
Lori Robinson (410-527-6004 or lori_robinson@mccormick.com)
Bell Pottinger
Gavin Davis (+44-7910-104-660)
Liz Morley (+44-7990-003-314)
About McCormick
McCormick & Company, Incorporated is a global leader in flavor. With $4.3 billion in annual sales, the company manufactures, markets and distributes spices, seasoning mixes, condiments and other flavorful products to the entire food industry – retail outlets, food manufacturers and foodservice businesses. Every day, no matter where or what you eat, you can enjoy food flavored by McCormick. McCormick Brings Passion to Flavor™.
For more information, visit www.mccormickcorporation.com
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.