P&G (Pringles) acquired and merge by the diamond foods.

Ali Ahmed Shah BME 1240Raheel Razzaq BME 1173Abdul Qadeer BME 1168Atif Ahmed Sheikh BME 1167

INTRODUCTION

Amount of Acquisition

Diamond Foods Inc. and The Procter & Gamble Co. (P&G) have signed a definitive agreementto merge the Pringles business into Diamond Foods in a transaction valued at $2.35 billion.

According to a statement released by P&G on PR Newswire, the transaction when finalized willmake Diamond Foods the No. 2 global player in savory snack category.

Why do Diamond Acquire Pringles• Pringles is a strategic fit in Diamond Foods’ portfolio of

Emerald nuts along with the recently acquired Pop Secret popcorn in 2008 for $190 million and Kettle chips in 2010 for $616 million.

• The acquisition gives Diamond Foods a broader manufacturing base and supply chain stretching across the globe. Pringles brand crisps are sold in over 140 countries across the globe, with manufacturing operations in Europe and Asia. This gives Diamond Foods instant access for distribution of its other brands.

Why do P&G sold Pringles• Exiting the food business lets P&G focus exclusively

on high-growth and high-margin beauty and personal care brands. P&G’s divestures in foods include Jif and Crisco in 2002 for $810 million, Sunny Delight in 2004 for an undisclosed amount and recently Folgers in 2008 for $2.65 billion.

• With annual sales at around $1.2 billion, the spinoff hardly creates a dent in P&G’s robust portfolio with sales exceeding $80 billion. The nature of the transaction reduces P&G’s outstanding debt and also does not come with a tax hit on capital gains from the sale.

Transaction details• P&G expects the separation to occur through a "split-off" transaction in

which P&G shareholders can elect to participate in an exchange offer to exchange P&G shares for shares of Diamond. Under the terms of a split-merger agreement.

• The value of the transaction is $2.35 billion, comprising $1.5 billion in Diamond common stock, and the assumption of $850 million of Pringles debt.

• Tax free transaction.

• Transaction will be end up by the end of this calendar year 2011.

Financial benefits for the diamond food share holders

• Net sales of approximately $2.4 billion for 2011

• (EBITDA) approximately $398 million to $410 million

EPS

• For fiscal year 2012, Diamond Foods anticipates:

• EPS of $2.85 to $2.98 per share• An increase of 15 percent to 20 percent from

the midpoint of its fiscal 2011, which represents a 30 percent increase over 2010 EPS.

Thank you