Bill Wrigley Jr sent the following e-mail to all Wrigley associates worldwide:
From the Office of Bill Wrigley Jr
TO: All Wrigley Associates
FROM: Bill Wrigley Jr
DATE: April 28, 2008
SUBJECT: Important Announcement Regarding Our Future
Dear Wrigley Associates,
Today, the Wrigley Company is making a momentous and exciting announcement
about our future as a global confectionery company. We have signed an
agreement to merge with Mars, Incorporated, a global, $22 billion private
family-owned company. If approved, the Wrigley Company will become a
separate, stand-alone subsidiary of Mars, with me serving as Executive
Chairman of the Wrigley Company, our current leadership team in place, and
an understanding that we will manage our company as a stand-alone entity. We
will continue to do what we do best, while having access to taking full
advantage of the worldwide talent, innovation, and experiences of Mars,
Incorporated.
Obviously, this is an historic decision, and one that, no doubt, will come as
a great surprise to all of you. Frankly, it's not something that even I had
envisioned, until this extremely compelling opportunity was presented to us.
The Mars family approached us with an all-cash offer to merge with their
company. While the Board of Directors did not seek out the Mars offer, we
had a fiduciary responsibility to consider it and, after thorough
deliberations, determined that the opportunity is in the best interest of
the Company's stockholders, many of whom are Wrigley associates. Funding for
the purchase includes cash from Mars and subordinated debt financing from
Warren Buffett's company, Berkshire Hathaway -- which will hold an equity
interest in the Wrigley Company subsidiary. Our stockholders will vote on
the merger at a special stockholders' meeting later this year.
The stockholder benefits of this opportunity are clearly apparent. What I find
especially motivating and compelling, however, is what it means for the
future generational growth of our company and our people. This combination
has the potential to bring together two strong, complementary confectionery
organizations, both committed to driving long-term dynamic growth. At the
same time, it frees us from some of the costs -- as well as the constraints
and short-term results pressure -- that come with being a public company.
I want you to know that I strongly support this decision, and I will remain
fully involved in the organization and the business going forward as
Executive Chairman of the Wrigley Company. I also want to emphasize that
Mars recognizes that our success has been fueled by the energy, imagination
and hard work of our strong leadership team and remarkably talented
associates around the world. Their intent is for us to run as a separate
entity with a high degree of autonomy -- which they have done successfully
with other mergers. Bill Perez and I, along with Paul S. Michaels, Mars
Global president, fully expect our Executive Leadership Team and the global
leadership of our company to remain in place as active leaders of the
business.
I've spent a considerable amount of time with their leadership team and Mars
family members, and I do take them at their word on this. Mars understands
our business, our values and our culture, as well as our operating
philosophy and the way we invest long-term in our brands and our people, and
they have no intention to change the way we operate or our unique culture.
In fact, our people, our ability to drive growth, iconic brands, geographic
reach, and extensive supply chain and innovation expertise are all things
that attracted them to Wrigley. In addition, we will maintain our
headquarters in Chicago and continue our community involvement, both in the
areas of the world where do business as well as through the Wm. Wrigley Jr.
Company Foundation.
Since its founding in 1911, Mars has been a private company, so you might not
be very familiar with the size and breadth of their organization. Although
best known for M&Ms(R), and Snickers(R), Mars is a major, global
consumer goods company with interests in confectionery and snacks, as well
as other food, beverage, and pet care products including Dove(R), Uncle
Ben's(R), Pedigree(R), Whiskas(R), Royal Canin(R), and Banfield Pet
Hospitals(R). Like us, they invest in their brands and build for the
long-term. In fact, a significant majority of their business comes from a
relatively small number of brands -- which is an important indication of
their commitment to building and sustaining brand strength.
The true value of this combination arises primarily from enhanced prospects
for growth. The merger will generate a new world of opportunities for our
people, in addition to the potential for cross-pollination of ideas and
brands and further enhancements of sales, marketing and distribution
infrastructures. One immediate advantage is that Mars' non-chocolate sugar
brands -- including Starburst(R) and Skittles(R) -- will be added to
Wrigley's confectionery portfolio upon consummation of the merger.
The intent is for the Wrigley Company to be a stand-alone entity in order to
avoid distracting the associates of both companies and possibly diminishing
the outstanding business momentum currently in place. Our objective is to
allow our strengths and assets to complement each other, providing even more
opportunity for growth and career development.
Overall, I am confident that there are more opportunities to grow this
business in a private environment than there are as a publicly-held company.
Together, we will be a company with over $27 billion in sales and more than
64,000 associates worldwide. This combined entity will be, among other
things, the world's leading confectionery company, with the resources and
critical mass to explore new geographies and categories that might have been
beyond our reach in the past.
Of course, this represents a significant change for us -- a change that is
emotional for me, as I imagine it will be for you. As we assessed this
opportunity, however, I thought a lot about something you've heard me say
many times. We must respect the past, but, at all times, do what's right for
the future. Every generation of Wrigley leadership has had to make decisions
that are in the best long-term interests of our stockholders and our
associates. We have a long legacy of preserving what makes us special, while
always doing what it takes to be dynamic, competitive, and forward-looking.
Being a public company has given us the financial security to grow with the
support of our stockholders. Today, however, we have an opportunity to grow
as a private company, while preserving our values, our heritage, and the
unique culture that has inspired our success. Rest assured, one thing that
will never change is the way we treat our associates, both in terms of
acting with trust, dignity and respect and in terms of rewarding you
appropriately for your hard work and dedication.
I also want to emphasize that we remain committed to an operating philosophy
of driving generational growth, and that this opportunity will be, in fact,
an enabler of generational growth. I have always believed that generational
growth means the responsibility and the privilege of passing on to future
associates a company that is stronger and better poised for growth than the
one we received. It is about building a legacy of opportunity and shared
success ... and that legacy is much more than the Wrigley family, it is
about all of our associates who have made and will continue to make that
growth possible. This is our chance to create a legacy of opportunity and
long-term future success.
So, we envision this to be a win-win-win for our stockholders, the company and our
people. We have the opportunity to be a privately-held company, add
significant confectionery brands to our portfolio, and combine ideas,
resources and energy with one of the best consumer product companies in the
world.
While the potential of this combination is exciting on many levels, we need to
remember that the merger is contingent on stockholder approval and various
regulatory reviews. Of course, to help the entire Wrigley world understand
the implications and opportunities involved in being part of a larger
organization, we will be reaching out to you in the weeks ahead with
additional updates and town hall meetings about what this means to the
Company and its future, as well as what it means to all of you as
individuals.
If there were one thing I could change about this opportunity, it would be the "hurry
up and wait" nature of this process. I wish the timing and the pace of
the announcement could have been slower, allowing you more time to analyze,
discuss and adjust to this news. But as a still publicly-traded company, we
are legally obligated to disclose this kind of information as quickly and
broadly as possible. That said, I wish the interim period between now and
the close could go faster, eliminating the stretches of time when we are in
a "wait-and-see" mode and getting us to the point where we can
really drive the combined business as soon as possible. Our intent is to
close the transaction in the next 6-12 months.
Bill Perez, the Executive Leadership Team and I want to emphasize that we need
to continue to do what we do best - winning consumers, servicing customers,
and delivering great products and results. All of our energy needs to be
focused on our aspirations for growth and delivering our 2008 plan - and
we're off to a great start. By maintaining business momentum - at both
companies - we will be in the optimal position to capitalize on the
opportunities that will be available to the combined organization.
Undoubtedly, there will be a risk of distraction during this transition. Given
the tremendous opportunity that lies before us, we must work together to
harness our energy and talent and strengthen our already growing and dynamic
organization. I have total confidence in this team's ability to stay
focused, resilient and committed, because you have proven yourselves time
and time again.
We all need to look to the future with optimism. I am certain that this merger
will bring new opportunities for growth and tremendously exciting
possibilities for all of us. I can't wait to be part of this dynamic future,
and I hope you will feel the same way.
With best regards,
Bill Wrigley Jr
From
the Wrigley website
