Post Holdings, Inc. (OTCMKTS:POSTU) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In a press release dated January 11, 2018, Post Holdings, Inc. (the “Company”) announced certain senior management changes in connection with its pending acquisition of Bob Evans Farms, Inc. (“Bob Evans”) and its intention to explore a range of strategic alternatives for its private brands businesses. As part of these changes, James E. Dwyer, Jr., President & CEO, Michael Foods Group, will become the President and CEO of the private brands businesses, effective upon the closing of the acquisition. In light of these changes, the Company has determined that Mr. Dwyer will no longer be classified as a Section 16 officer or executive officer.
Item 7.01. Regulation FD Disclosure.
In a press release dated January 11, 2018, the Company announced that it intends to explore a range of strategic alternatives for its private brands businesses, including an initial public offering, a placement of private equity, a sale of the private brands businesses or a strategic combination. The Company's private brands businesses produce nut butter, dried fruit and nut, pasta and granola products for retailers, distributors and manufacturers. The press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety.
The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On January 11, 2018, the Company announced that it intends to explore a range of strategic alternatives for its private brands businesses, including an initial public offering, a placement of private equity, a sale of the private brands businesses or a strategic combination. The Company's private brands businesses produce nut butter, dried fruit and nut, pasta and granola products for retailers, distributors and manufacturers.
Also on January 11, 2018, the Company announced in a press release that the stockholders of Bob Evans adopted the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 18, 2017, by and among the Company, Haystack Corporation, a wholly-owned subsidiary of the Company (“Merger Sub”), and Bob Evans. Under the Merger Agreement, subject to the satisfaction or waiver of specified conditions, Merger Sub will merge with and into Bob Evans with Bob Evans surviving the merger as a wholly-owned subsidiary of the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
See Exhibit Index.
Post Holdings, Inc. ExhibitEX-99.1 2 ex99-1wainwrightpr.htm EXHIBIT 99.1 – PRESS RELEASE Exhibit Exhibit 99.1Post Holdings Post Holdings to Explore Strategic Alternatives for Private Brands Businesses; Acquisition of Bob Evans Farms Expected to Close on January 12; Announces New Leadership Appointments•Refrigerated retail and foodservice business units to be created upon close of Bob Evans Farms acquisition•Jim Dwyer to lead private brands business; Mike Townsley to lead refrigerated retail; Mark Westphal to lead foodserviceSt. Louis,…To view the full exhibit click here