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Actionable news in DMND: Diamond Foods, Inc.,

Prospectuses and communications, business combinations

Filed by Snyder’s-Lance, Inc.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

The following information was provided to employees of Snyder’s-Lance, Inc.


Until the closing of the potential transaction, Snyder’s-Lance and Diamond must remain competitors and are subject to the same constraints that apply to competitors in the absence of the agreement. In addition, until government antitrust clearances have been obtained, an acquiring party is not permitted to begin to direct the operations of the company that it seeks to acquire or begin actively integrating the operations of the parties’ respective businesses (so-called “gun jumping”). The following guidelines are intended to provide you with information and “Do’s and Don’t’s” to help you and the company avoid raising antitrust and gun jumping issues . Failure to follow these guidelines may interfere with the closing of a potential transaction and could result in civil or criminal sanctions.

Bearing in mind the general principles explained above:

Cautionary Information about Forward Looking Statements

This communication contains statements which may be forward looking within the meaning of applicable securities laws. In some cases, you can identify these statements by such forward-looking words as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “confidence,” “may,” “plan,” “potential,” “should,” “will” and “would,” or similar expressions. The statements include the expected completion of the acquisition of Diamond Foods, Inc. (“Diamond”), the time frame in which the acquisition will occur, and the expected benefits to Snyder’s-Lance, Inc. ( the “Company”) from completing the acquisition. The statements are subject to a number of risks and uncertainties. Factors that could cause actual results to differ include, among other things, that regulatory approval of the proposed acquisition or other conditions to the closing of the deal may not be satisfied; the potential impact on the business of Diamond of the announcement of the proposed acquisition; the risk as to the trading price of common stock to be issued by the Company in the proposed transaction relative to the trading price of shares of Diamond common stock; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement relating to the transaction; the successful integration and realization of the anticipated benefits and synergies from the proposed acquisition; the ability of the Company to achieve its strategic initiatives; and general economic conditions. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. In addition, actual results are subject to other risks and uncertainties that relate more broadly to the overall businesses...