Procter & Gamble announces agreement to divest Pringles to The Kellogg Company for $2.7 billion

The Procter & Gamble Company (NYSE:PG) today announced an agreement to divest its Snacks business to The Kellogg Company in a $2.7 billion all-cash transaction. The companies expect to complete the deal in summer of 2012. Final timing will be dependent upon receiving all necessary regulatory approvals.

The prior agreement to sell the Pringles business to Diamond Foods has been mutually terminated by P&G and Diamond as provided under the terms of their agreements.

The sale of the Pringles business to The Kellogg Company creates significant value for P&G shareholders. P&G expects an after-tax gain on the transaction in the range of $1.4 billion to $1.5 billion, or approximately $0.47 to $0.50 per share, approximately the same as was estimated at the time of the initiation of the original transaction with Diamond Foods in April, 2011. The Pringles business is an excellent strategic fit for Kellogg, and it will significantly advance their goal of building a global snacks business on par with its global cereal business.

P&G’s Chairman, President and Chief Executive Officer, Bob McDonald, said: “This is an excellent development for P&G, Pringles and Kellogg, creating value for our shareholders and representing an outstanding opportunity for Pringles employees with a leading company in the Food sector. Kellogg shares similar values and principles to us and we are confident that the Pringles business will thrive under Kellogg’s leadership.”

In conjunction with the announcement of the transaction with Kellogg, P&G updated its financial guidance for fiscal year 2012. The Company said the diluted earnings per share for the fiscal year will be dependent on the timing of the completion of the transaction with The Kellogg Company. Excluding the gain from the transaction, diluted net earnings per share is expected to be in the range of $3.30 to $3.43. If the Pringles sale is completed within the current fiscal year, diluted net earnings per share is expected to be in the range of $3.77 to $3.93, including the one time gain of $0.47 to $0.50 per share. P&G’s prior fiscal year guidance for diluted net earnings per share of $3.85 to $4.08 per share included an estimated $0.55 to $0.65 per share one-time gain from the Snacks transaction with Diamond Foods.

P&G said that, beginning with the January-to-March 2012 quarter, results of the Snacks business will be classified and reported as discontinued operations. As such, current and historical results will be excluded from Core EPS and organic sales trends. The Company added that it plans to update Core EPS guidance for its third quarter and fiscal year as part of its presentation to investors at the Consumer Analyst Group of New York (CAGNY) Conference on Thursday, February 23.