Chicago, Aug. 4 - Wm. Wrigley Jr. Company today filed a definitive proxy statement for a special meeting of its stockholders to consider a proposal to adopt the merger agreement (originally announced on April 28, 2008) that -- if approved -- will satisfy a necessary condition toward Wrigley becoming a separate, stand-alone business unit operating under Mars, Incorporated.
The special meeting will be held on September 25, 2008 at 9:00 a.m., Chicago time, at the Chase Auditorium, 10 South Dearborn Street, Chicago, Illinois 60603. Once a quorum is established, holders of Wrigley stock as of the record date for the meeting -- July 28, 2008 -- will be entitled to vote on the proposed merger. Two-thirds majority votes in favor of the proposal for both Wrigley's common shares and Class B common shares -- with each class voting separately -- are required for approval.
If the merger is completed, holders of Wrigley Common Stock and Class B Common Stock will be entitled to receive $80.00 in cash, or the "merger consideration," for each share of Wrigley Common Stock or Class B Common Stock owned by them as of the effective time of the merger.
This proxy filing comes in the wake of:
-- last week's receipt of regulatory approval for the proposed merger from the European Commission, following previous favorable decisions from United States, Canadian and Australian regulators; and
-- the prior week's initiation of the financing process for the transaction.
As a result, the special meeting of stockholders and an affirmative vote on the merger proposal are two of the most significant outstanding matters to be completed in order for the merger to close. Mars and Wrigley are working to satisfy the remaining conditions, which are described in the definitive proxy statement, and effect the merger as quickly as possible following receipt of stockholder approval.