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Share Name | Share Symbol | Market | Type |
---|---|---|---|
(MM) | NASDAQ:PENX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 18.98 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant þ Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨ | Preliminary Proxy Statement | |
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
¨ | Definitive Proxy Statement | |
¨ | Definitive Additional Materials | |
þ | Soliciting Material Pursuant to §240.14a-12 |
Penford Corporation
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
þ | No fee required | |||
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
(1) | Title of each class of securities to which transaction applies:
| |||
(2) | Aggregate number of securities to which transaction applies:
| |||
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
| |||
(4) | Proposed maximum aggregate value of transaction:
| |||
(5) | Total fee paid:
| |||
¨ | Fee paid previously with preliminary materials. | |||
¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. | |||
(1) | Amount Previously Paid:
| |||
(2) | Form, Schedule or Registration Statement No.:
| |||
(3) | Filing Party:
| |||
(4) | Date Filed:
|
![]() Penford is expected to be acquired by Ingredion in a $342 million cash
transaction Combination of two leading specialty companies with
complementary product portfolios creates a larger organization with greater
resources and more opportunity for career advancement
Transaction is a recognition of Penfords value as well as a recognition of
your efforts to build our specialty products portfolio
Transaction is expected to close in four months.
Greater opportunities for career
development
Work within a larger organization with
substantial resources in terms of
people, financial capacity and
infrastructure
Broader work experience with wider
variety of products, markets and
geographies
Employee Messages
Some uncertainty to be expected as
we proceed.
Specific details will be provided as
quickly as possible
Please continue to focus on your job
and serving our customers --
our
success is a direct result of your
efforts
On Wednesday, October 15, 2014, Penford Corporation began using the following
document for employees. |
![]() Additional Information
Important Additional Information about the Merger Transaction
Penford plans to file with the Securities and Exchange Commission (SEC)
and mail to its shareholders a proxy statement in connection with the
proposed merger transaction. This communication does not constitute a
solicitation of any vote or approval. The proxy statement and other documents to be filed with the SEC
related to the proposed merger transaction will contain important information about
Penford, Ingredion Incorporated (Ingredion), the proposed merger
transaction and related matters. WE URGE INVESTORS AND SECURITY HOLDERS TO
CAREFULLY READ THE PROXY STATEMENT AND OTHER DOCUMENTS TO BE FILED WITH THE
SEC IN CONNECTION WITH THE PROPOSED MERGER TRANSACTION OR INCORPORATED BY
REFERENCE INTO THE PROXY STATEMENT, WHEN AVAILABLE.
Investors and security holders will be able to obtain free copies of the proxy
statement and other documents filed with the SEC by Penford through the
website maintained by the SEC at www.sec.gov or by contacting Penford
Investor Relations at 1-800-204-PENX (7369) or 303-649-1900. In addition, investors and
security holders will be able to obtain free copies of the documents filed with the
SEC on Penfords website at www.penford.com (which website is not
incorporated herein by reference). Penford and its directors and officers
and certain other members of management and employees may be
deemed to be participants in the solicitation of proxies from its shareholders in
connection with the proposed merger transaction. Information regarding these
persons who may, under the rules of the SEC, be considered
participants in the solicitation of Penfords shareholders in connection with
the proposed merger transaction will be set forth in the proxy statement
described above when it is filed with the SEC. Additional information
regarding Penfords executive officers and directors, including shareholdings,
is included in Penfords definitive proxy statement for 2013, which was
filed with the SEC on December 20, 2013. You can obtain free copies of this
document from Penford using the contact information above. |
![]() Forward-Looking Statements
Forward-Looking Statements
Statements made in this communication and related statements that express
Penfords or our managements intentions, hopes, indications,
beliefs, expectations, or predictions of the future constitute forward-looking
statements, as defined by the Private Securities Litigation Reform Act of 1995, and
relate to matters that are not historical facts. These statements include
those regarding the closing of the merger transaction, the expected timing
of the merger transaction, the anticipated benefits of the proposed merger transaction,
including future financial and operating results, and the potential effects of the
merger transaction, including if it does not close.
These statements are not guarantees of future performance or events and are subject
to risks, uncertainties and assumptions that could cause actual results or
events to vary materially from those indicated in this communication,
including without limitation: the ability to obtain regulatory of the merger transaction on the
proposed terms and schedule; the ability to obtain shareholder approval of the
proposed merger transaction; the risk that the strategic and other
objectives relating to the proposed merger transaction may not be
achieved or that synergies will not be fully realized; disruptions to our business,
including customer, employee and supplier relationships resulting from the
proposed merger transaction; and the effect of the proposed merger
transaction on pricing, spending, third-party relationships and revenues. These risks, as well as other
risks associated with the proposed merger transaction, are more fully discussed in
our reports filed with the SEC, including our annual report for the year
ended August 31, 2013, and subsequent quarterly reports filed with the SEC,
which risks and uncertainties are incorporated herein by reference. You are cautioned not to
place undue reliance on these forward-looking statements, which speak only as
of the date of this communication. Except to the extent required by law,
Penford disclaims any obligation to update any forward- looking
statements after the distribution of this communication, whether as a result
of new information, future events, changes in assumptions, or
otherwise. |
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