October 18, 2018 / 6:19 PM / 2 years ago

UPDATE 2-Campbell, Third Point battle heats up, no concessions on the table

(Rewrites, adds Campbell CEO interview)

By Richa Naidu and Svea Herbst-Bayliss

CHICAGO/BOSTON, Oct 18 (Reuters) - Activist investor Daniel Loeb and Campbell Soup Co hardened their positions in the battle over the soup maker's future on Thursday as the hedge fund manager tried to woo retail shareholders and the company's interim chief executive told Reuters that Loeb had left no room for compromise.

Campbell has been embroiled in a proxy fight since early September with Loeb's Third Point LLC, which wants to replace the entire board of the 149-year-old company, accusing it of mismanagement and destroying shareholder value.

Keith McLoughlin, interim chief executive of the company, which has flatly rejected Third Point's arguments, told Reuters on Thursday that Third Point seemed uninterested in compromise.

"Right now, I don't know exactly what we would talk about with Third Point if their position is either sell the entire company or replace the entire board," McLoughlin said in his first interview since Campbell announced a strategic review at the end of August.

"Those are two kind of dramatic actions; I'm not sure how to talk about that," said McLoughlin, a board member who took over after longtime CEO Denise Morrison stepped down abruptly in May. Third Point did not immediately respond to a request for comment after McLoughlin's interview.

McLoughlin said he had not spoken with the New York-based hedge fund since Loeb unveiled plans to unseat the company's 12-person board in September.

"We're interested in engaging with all shareholders," McLoughlin said, adding that he had not heard from Loeb since Aug. 30. That is unusual, given that even in the bitterest proxy contests, there are often conversations between the activist and the target company.

Third Point, which had initially pushed for a sale or breakup of the company, owns about a 7 percent stake. Heirs of the Dorrance family, who have controlled the company for decades, sit on the board and some said on Wednesday that they will vote their 41 percent stake for the current board.

George Strawbridge Jr., another heir who owns a 2.7 percent stake, is siding with Loeb. Retail investors, who own between 10 percent and 15 percent of shares, could be the deciding factor.


Third Point released a video on Thursday specifically aimed at persuading retail investors to back the $18 billion hedge fund at the Nov. 29 annual meeting.

The four-minute long video presents many of the arguments Third Point has made in mailings and on its website, set to a version of the familiar Campbell Soup jingle. (bit.ly/EmptyTheCan2018)

Third Point says in the video that fixing the company will take more than just adding some salt or gluten-free noodles. It calls for changing the board - "all of them" - and says current directors have destroyed shareholder value. It said one dollar invested in Campbell 20 years ago would be worth $1.19 now while a dollar invested in the S&P 500 index would be worth $4.06.

Campbell, whose stock has lost about a third in value over the past two years, said in a separate statement that it has taken "swift action" and changed senior management, launched a now-completed strategic review and laid out a plan to spin off some businesses and cut costs.

"We are focused on the core issues at hand," the company said, adding that Third Point's video lays out no plan and that the hedge fund is "attempting to mislead Campbell shareholders." (Reporting by Richa Naidu and Svea Herbst-Bayliss; Editing by Jeffrey Benkoe and Caroline Stauffer)

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