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Actionable news in DMND: Diamond Foods, Inc.,

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Filed by Diamond Foods, Inc.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Diamond Food s, Inc.

Commission File No.: 000-51439

Frequently Asked Questions

Relating to Change of Control and Employee Stock

Diamond Foods acquisition by Snyders-Lance

Q1: What protections does the Change of Control Plan provide me?

A1:

Acceleration of Vesting of Unvested or Restricted Common Stock, Options or RSUs

If you are terminated without Cause or due to your resignation for Good Reason (in each case as defined for Group 1, 2 and 3 Employees in the Diamond Foods Change of Control Plan) within 12 months after the closing of the merger, all assumed unvested equity awards will accelerate and vest in full in accordance with the Change of Control Plan. In general, EVPs and above are Group 1 Employees, VPs and SVPs are Group 2 Employees and, if you are not a Group 1 or 2 Employee and hold equity awards, you are a Group 3 Employee. Please note however that if you have an individual Change of Control Agreement, you must elect to be covered by the Change of Control Plan in order to get the benefits of the Change of Control Plan (See Q2).

Other Severance Benefits

In general, any employees terminated without cause after the closing will be provided with severance benefits as outlined in the Employee FAQ that was sent out previously. However, VPs and SVPs are instead covered by Diamond Foods Change of Control Plan. This means that in the event of your termination without Cause or resignation for Good Reason, in each case, within 12 months after the change of control, in addition to your then-accrued salary and accrued vacation, you will receive six months base salary and up to six monthly payments equal to the Companys portion of the premium(s) for coverage elected under COBRA for you and covered dependents, as well as full vesting acceleration described above.

Q2: What if I have a specific Change of Control Agreement?

A2: You cannot receive the benefits of both the Change of Control Plan and your individual agreement. Diamond Foods will be providing you with an election to choose between the two. This election form will be provided in the coming months and must be completed and returned no later than 5 days before the close of the transaction. If you fail to make a timely election, your existing individual agreement will determine your benefits. You can speak to Gene Tate or Linda Segre with any questions you might have on the differences, but for most employees who have received individual agreements in the last two years, the benefits under the plan will be more favorable as they provide for the same level of severance benefits but the plan further includes equity acceleration which many individual agreements did not.

Q3: Does my Diamond Foods equity receive the same treatment under the Snyders-Lance deal as was announced for shareholders? What happens to my equity awards?

A3:

Vested Common Stock :

For each vested share of common stock you hold on the date the Snyders-Lance deal closes, you will receive (1) 0.775 shares of Snyders-Lance common stock (rounded down to the nearest whole share) and (2) $12.50 in cash.

Unvested or Restricted Common Stock :

Holders of unvested or restricted shares of Diamond Foods common stock will also receive the merger consideration ((1) 0.775 shares of Snyders-Lance common stock (rounded down to the nearest whole share) and (2) $12.50 in cash), but any merger consideration in respect of Diamond Foods unvested or restricted shares will be delivered subject to the same vesting conditions that applied to the Diamond Foods unvested or restricted shares from which it derives.

Options

Diamond Foods Options, whether vested or unvested, will be assumed and converted into a right to receive options for Snyders-Lance common stock pursuant to an exchange ratio equal to the equity portion of the merger consideration of 0.775 shares of Snyders-Lance common stock plus an additional 0.36075 shares of Snyders-Lance common stock in lieu of the $12.50 cash portion of the merger consideration, for a total exchange ratio of 1.13575. The number of Diamond shares subject to your stock option is multiplied by this exchange ratio and the exercise price of your Diamond stock option is divided by this exchange ratio. This exchange ratio will not change based on the trading price of Diamond or Snyders-Lance prior to or after the closing of the merger. Please see the example of this conversion on Annex A. The vesting schedule for the Snyders-Lance options issued in connection with the assumption and conversion of Diamond Foods options will be the same vesting schedule on a percentage basis that applied to the Diamond Foods option from which it derives. After the closing, you will receive a notice of assumption that confirms the exact conversion of your Diamond stock options.

RSUs

Diamond Foods RSUs will be assumed and converted into a right to receive a number of RSUs for Snyders-Lance common stock pursuant to an exchange ratio equal to the equity portion of the merger consideration of 0.775 shares of Snyders-Lance common stock plus an additional 0.36075 shares of Snyders-Lance common stock in lieu of the $12.50 cash portion of the merger consideration, for a total exchange ratio of 1.13575. The number of Diamond shares subject to your RSU is multiplied by this exchange ratio. This exchange ratio will not change based on the trading price of Diamond or Snyders-Lance prior to or after the closing of the merger. Please see the example of this conversion on Annex A. The vesting schedule for the Snyders-Lance RSU issued in connection with the assumption and conversion of Diamond Foods RSUs will be the same vesting schedule on a percentage basis that applied to the Diamond Foods RSU from which it derives. After the closing, you will receive a notice of assumption that will describe in more detail how the assumption works mechanically.

PSUs (Granted in October 2015)

Diamond Foods PSUs granted in October 2015 will be assumed and converted into a number of RSUs for Snyders-Lance common stock pursuant to an exchange ratio equal to the equity portion of the merger consideration of 0.775 shares of Snyders-Lance common stock plus an additional 0.36075 shares of Snyders-Lance common stock in lieu of the $12.50 cash portion of the merger consideration, for a total...


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