CHARLOTTE, N.C. — Dec. 2 has been set by Lance, Inc. for a special stockholders meeting to vote on the combination of Lance with Snyder’s of Hanover.
The meeting was announced Nov. 1 jointly by the two companies and will be held in Charlotte at the SpringHill Suites Charlotte Ballantyne.
Details of the meeting and the merger were published in a proxy statement filed Nov. 1 with the Securities and Exchange Commission. The filing updates the preliminary proxy.
Under terms of the merger agreement, Snyder’s shareholders will receive 108.25 shares of Lance common stock for each share of Snyder’s common stock they own. This exchange ratio had a value of $1,732 for each share of Snyder’s common stock the day before the merger agreement was reached. As of mid-October, the ratio equated to $2,443 in value for each share of Snyder’s common stock. Snyder’s had about 300,000 shares outstanding in mid-June, bringing the value of the transaction to Snyder’s shareholders to about $730 million.
The proxy affirmed the plan for Lance shareholders to be paid a special cash dividend of $3.75 per share prior to but conditioned on the closing of the merger. With about 32 million shares outstanding, the dividend will be worth about $120 million.
Lance stockholders will continue to own their existing shares under the transaction.
When the transaction closes, Lance shareholders will own about 49.9% of the combined company with Snyder’s shareholders owning 50.1%.
At the meeting, Lance shareholders will be asked to approve the issuance of additional Lance common stock in connection with the merger, to change the company’s name to Snyder’s-Lance, Inc. and to elect two directors with terms ending in 2012 and two with terms ending in 2013.
Under Nasdaq rules, a majority of the votes cast would constitute shareholder approval. The two companies expect the merger to be completed before the end of 2010.