Unilever PLC — Merger & Acquisition 2017

Feb 21, 2017

SC14D9C 1 a17-4687_3sc14d9c.htm SC14D9C

*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*SCHEDULE 14D-9*

*(Rule 14d-101)*

*Solicitation/Recommendation Statement*

*Under Section 14(d)(4) of the Securities Exchange Act of 1934*

*UNILEVER PLC*

(Name of Subject Company)

*UNILEVER PLC*

(Name of Person(s) Filing Statement)

*American Shares (evidenced by Depositary Receipts) each representing one ordinary share of the nominal amount of 3 l/9p each*

(Title of Class of Securities)

*904767704*

(CUSIP Number of Class of Securities)

*T. E. Lovell*

*Group Secretary*

*Tel: +44(0)2078225252*

*Fax: +44(0)2078225464*

*100 Victoria Embankment*

*London EC4Y 0DY*

*United Kingdom*

(Name, address and telephone number of person authorized to receive notice and communications on behalf of the persons filing statement)

With copies to :

*Thomas B. Shropshire, Jr.*

*Linklaters LLP*

*Tel: +44(0)2074562000*

*Fax: +44(0)2074562222*

*One Silk Street*

*London EC2Y 8HQ*

*United Kingdom*

x Check the box below if the filing relates solely to preliminary communications made before the commencement of a tender offer.

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On 17 February 2017, The Kraft Heinz Company (“ Kraft Heinz ”) announced that it had made a potential offer for all of the shares of Unilever PLC and Unilever N.V. (together, “ Unilever ”). On 19 February 2017, Unilever and Kraft Heinz issued a joint statement announcing that Kraft Heinz had amicably agreed to withdraw its proposal for a combination of the two companies.

This Schedule 14D-9 filing contains the joint statement, issued by Unilever and Kraft Heinz, dated 19 February 2017, regarding the withdrawal of Kraft Heinz’s potential offer, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference.

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*EXHIBIT INDEX*

Exhibit No.	Description
99.1	Joint statement, issued by Unilever and Kraft Heinz, dated 19 February 2017, regarding the withdrawal of Kraft Heinz’s potential offer

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