General Mills Announces Proposed Public Offering of Common Stock in Connection with Pending Acquisition of Blue Buffalo Pet Products

MINNEAPOLIS, March 26, 2018 /PRNewswire/ -- General Mills, Inc. (NYSE: GIS) ("General Mills") announced today that it has launched an underwritten public offering (the "Equity Offering") of approximately $1,000,000,000 of shares of its common stock, par value $0.10 per share ("Common Stock").  General Mills intends to grant the underwriters a 30-day option to purchase up to approximately $100 million of additional shares of its Common Stock.

General Mills intends to use the net proceeds from the Equity Offering, together with the net proceeds from a contemplated senior unsecured notes offering (the "Notes Offering"), the incurrence of debt under General Mills' U.S. commercial paper program and cash on hand to finance its previously announced acquisition (the "Acquisition") of Blue Buffalo Pet Products, Inc. ("Blue Buffalo") and to pay related fees and expenses. 

The Equity Offering is not contingent upon the consummation of the Acquisition or the contemplated Notes Offering.  If for any reason the Acquisition does not close, then General Mills expects to use the net proceeds from the Equity Offering for general corporate purposes. 

Goldman Sachs & Co. LLC and BofA Merrill Lynch are acting as joint book-running managers and representatives of the underwriters for the Equity Offering. Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC are also acting as joint book-running managers for the Equity Offering.

The Equity Offering is being made pursuant to an effective shelf registration statement filed by General Mills with the Securities and Exchange Commission ("SEC") on March 26, 2018 and will be made only by means of a prospectus supplement relating to such Equity Offering and the accompanying base shelf prospectus, copies of which may be obtained by contacting: Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, New York 10282, or by calling 1-866-471-2526, facsimile: 212-902-9316 or emailing [email protected]; or BofA Merrill Lynch, Attention: Prospectus Department, NC1-004-03-43 200 North College Street, 3rd floor, Charlotte, North Carolina 28255-0001, or by calling 1-800-294-1322 or emailing [email protected].

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities, nor shall there be any sale of these securities, in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About General Mills

General Mills is a leading global food company that serves the world by making food people love. Its brands include Cheerios, Annie's, Yoplait, Nature Valley, Fiber One, Häagen-Dazs, Betty Crocker, Pillsbury, Old El Paso, Wanchai Ferry, Yoki and more. Headquartered in Minneapolis, Minnesota, USA, General Mills generated fiscal 2017 consolidated net sales of $15.6 billion, as well as another $1.0 billion from its proportionate share of joint-venture net sales.

Forward Looking Statements

Certain information contained in this release that are not statements of historical or current fact constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934. These statements may be identified by the use of words such as "may," "will," "expect," "should," "anticipate," "intend," "believe" and "plan." The forward-looking statements contained in this release include, without limitation, statements related to: the planned acquisition of Blue Buffalo and the timing and financing thereof; the ability to obtain regulatory approvals and meet other closing conditions for the planned acquisition; the expected impact of the planned acquisition, including among others, on General Mills' net sales, expected trends in net sales, earnings performance, profitability and other financial measures; expectations regarding growth potential in various products, geographies and market categories, including the impact from a more diversified portfolio of brands and business mix; expectations regarding growth in the pet food category; the realization of anticipated cost synergies, margin expansion and adjusted earnings per share accretion from the acquisition; the ability to retain key personnel; and the anticipated sufficiency of future cash flows to enable the payment of interest and repayment of short- and long-term debt as well as quarterly dividends.

These and other forward-looking statements are based on each party's respective management's current views and assumptions and involve risks and uncertainties that could significantly affect expected results.   Results may be materially affected by factors such as: risks associated with transactions generally, such as the inability to obtain, or delays in obtaining, required approvals under applicable anti-trust legislation and other regulatory and third party consents and approvals; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that may be instituted following announcement of the transaction; potential volatility in the capital markets and the impact on the ability to complete the proposed debt and equity financing necessary to consummate the acquisition of Blue Buffalo; failure to retain key management and employees of Blue Buffalo; General Mills' level of indebtedness as a result of the transactions and its ability to achieve its objective of reducing indebtedness; issues or delays in the successful integration of Blue Buffalo's operations with those of General Mills, including incurring or experiencing unanticipated costs and/or delays or difficulties; difficulties or delays in the successful transition from the information technology systems of Blue Buffalo to those of General Mills as well as risks associated with other integration or transition of the operations, systems and personnel of Blue Buffalo; failure or inability to implement growth strategies in a timely manner; unfavorable reaction to the transaction by customers, competitors, suppliers and employees; future levels of revenues being lower than expected and costs being higher than expected; conditions affecting the industry generally; local and global political and economic conditions; conditions in the securities market that are less favorable than expected; and changes in the level of capital investment, and other risks described in General Mills' filings with the Securities and Exchange Commission, including General Mills' Annual Report on Form 10-K for the fiscal year ended May 28, 2017, General Mills' Quarterly Report on Form 10-Q for the fiscal quarter ended February 25, 2018 and in Blue Buffalo's filings with the Securities and Exchange Commission, including Blue Buffalo's Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

Actual results could differ materially from those projected in the forward-looking statements. Neither General Mills, nor Blue Buffalo undertakes any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

SOURCE General Mills

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