MERGER AND EXCHANGING YOUR STOCK
1. What is happening?
On October 6, 2008, by means of a merger, Wm. Wrigley Jr. Company ("Wrigley") was acquired by Mars, Incorporated ("Mars"). As a result of the merger, Wrigley became a subsidiary of Mars, a privately-held company. All shares (Common and Class B Common) of Wrigley stock were cancelled as of such date (in exchange for the right to receive $80 per share, without interest and less applicable withholding tax, see Question #2 below), and shares of Wrigley stock no longer trade on The New York Stock Exchange or any other exchange. Former Wrigley stockholders will not become stockholders of Mars as a result of the merger.
2. What will I receive for my Wrigley shares as a result of the merger?
As a result of the merger, holders of Wrigley Common Stock and/or Class B Common Stock will be entitled to receive US$80.00 per share in cash, without interest and less applicable withholding tax, for each share of Common Stock or Class B Common Stock they own at the effective time of the merger. We refer to this amount as the "Merger Consideration".
For example, if you own 100 shares of Wrigley Common Stock or Class B Common Stock at the effective time of the merger, you will be entitled to receive $8,000 in cash, without interest and less any applicable withholding tax, in exchange for your 100 shares of Wrigley stock.
3. What do I need to do in order to receive the Merger Consideration?
Wrigley stockholders must surrender their shares of Common Stock and/or Class B Common Stock in order to receive the Merger Consideration.
- Please read the "Dear Former Wrigley Stockholder" letter and Exchange Form which will be enclosed in the package.
- Locate your Wrigley stock certificates.
Match the certificate numbers you are returning to the certificate numbers listed on the Cash Exchange Form. If you hold more than ten certificates, see additional page(s) attached to the Cash Exchange Form. If you have a 00YG4G discrepancy or have any questions regarding the listing of your certificate numbers, please call Computershare at 1-888-985-2064.
- If you are unable to locate some or all of your Wrigley stock certificates, please mark the appropriate box next to the missing certificate and complete Box A on the reverse side of the Cash Exchange Form. In particular, please read Box A and enclose a check or money order made payable to "Computershare" for the surety fees to replace your stock certificates.
- Sign the Cash Exchange Form (and any other required materials) and return it along with all of your Wrigley stock certificates in the return envelope provided. Please do not sign your certificates.
4. Should I return my Wrigley stock certificates?
Yes. The Wrigley stock you presently hold is no longer trading on any stock exchange, and only represents the right to receive the Merger Consideration. The only way we can exchange your Wrigley shares for the Merger Consideration is to receive a properly completed Cash Exchange Form and your actual certificates or the surety fees noted in Question #3 above.
5. What will happen if I do not return my Wrigley stock certificates?
Until you properly present your certificates for exchange, you will not receive your Merger Consideration. When we receive your Wrigley stock certificates along with a properly completed Cash Exchange Form and any other required materials, we will pay you your Merger Consideration. If you do not properly complete the Cash Exchange Form (and any other required materials) and if you do not surrender your certificates to Computershare your unexchanged Wrigley shares may eventually be subject to applicable state abandonment, escheatment or similar laws.
6. How should I return my Wrigley stock certificates?
If you hold Wrigley stock certificates, return your Wrigley stock certificates and a properly completed and signed Cash Exchange Form (and any other required materials) in the courtesy reply envelope provided in this packet.
7. Should I insure my physical Wrigley stock certificate(s) if I mail them?
Yes. Because you bear the risk of loss in sending your Wrigley stock certificate(s) by mail, and because there is a fee associated with replacing lost certificates, we recommend that you insure the certificate(s) and use registered mail with return receipt requested.
8. What value should I use to insure my physical Wrigley stock certificate(s) if I mail them?
We recommend that you insure the package for 3% of the market value of your certificates. For example, if you own 100 shares of Wrigley stock, the market value of your stock is $8,000. Three percent (3%) of the market value of your stock is $240.00. As noted above, we recommend that you send your certificates via registered mail or overnight courier to the address listed on the reverse side of the Cash Exchange Form.
9. What should I do if my Wrigley certificates were lost, stolen or destroyed?
Please mark the appropriate box next to the missing certificate and complete Box A on the reverse side of the Cash Exchange Form. In particular, please read Box A and enclose a check or money order made payable to "Computershare" for the surety fees to replace your stock certificates. Sign the Cash Exchange Form and return it (and any other required materials) to Computershare.
10. What if I lose my Exchange Form or need additional ones?
You can call Computershare at 1-888-985-2064 and request that a duplicate Cash Exchange Form be mailed to you. Outside the U.S., Canada and Puerto Rico you may call 1-312-499-7076.
11. What should I do if some of my Wrigley shares are certificated and some of my Wrigley shares are held electronically in book-entry form with Computershare?
When you return your Cash Exchange Form (and any other required materials) to the Exchange Agent with your Wrigley share certificates, your book-entry shares as stated under the caption Shares Held By Us referenced on the bottom of the Cash Exchange Form will be processed along with your certificated shares.
12. What will happen if ALL of my Wrigley shares are held electronically in book-entry form?
Your shares will be automatically exchanged as a result of the merger. In lieu of a Cash Exchange Form, you will receive a check for the Merger Consideration in this package.
13. What if some of my Wrigley shares are held with a broker or custodian bank?
You don't need to do anything. Your broker or bank will handle the exchange of your shares directly.
14. What do I do if my address has changed?
Please call Computershare at 1-888-985-2064 to update your address. Outside the U.S., Canada and Puerto Rico you may call 1-312-499-7076.
15. What if I want my Merger Consideration mailed to a special address?
If you want the Merger Consideration to be mailed to a third party, such as your bank or broker, please include those instructions on a separate sheet, and have those instructions Medallion Guaranteed. Unless you indicate otherwise, such action will NOT change your address for other mailings.
16. What is a Medallion Guarantee? Is it the same as a Notary certification
In the United States, a Medallion Guarantee is a special signature guarantee for the transfer of securities. It is a guarantee by a financial institution that the signature is genuine and the financial institution accepts liability for forgery. Signature guarantees protect stockholders by preventing unauthorized transfers and possible investor losses. A Notary Public certification is not the same and is not acceptable for this purpose.
This guarantee is normally obtained from selected banks or other financial institution such as a broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents' Medallion Program ("STAMP"). Different institutions have different policies as to what type of identification they require to provide the guarantee and whether they charge a fee for such service. Most institutions would not guarantee a signature of someone who has not already been their customer.
17. When should I expect the Merger Consideration to be completed?
You will receive a check for the Merger Consideration approximately 7 - 10 business days after Computershare's receipt of your properly completed Cash Exchange Form (and any other required materials) and Wrigley stock certificates.
18. Is the exchange of my Wrigley shares a taxable event?
The receipt of the Merger Consideration in exchange for your Wrigley Common and/or Class B Common Stock will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. Generally, for U.S. federal income tax purposes, a U.S. stockholder will recognize gain or loss equal to the difference between the amount of cash received by that stockholder in the merger and that stockholder's adjusted tax basis in the shares of Wrigley exchanged for cash in the merger.
Each stockholder should review the section of the August 4, 2008 Special Proxy Statement on pages 57 and 58 entitled "Material U.S. Federal Income Tax Consequences of the Merger" available online at www.wrigley.com.
TAX MATTERS CAN BE COMPLICATED, AND THE TAX CONSEQUENCES OF THE MERGER TO YOU WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. WE STRONGLY RECOMMEND THAT YOU CONSULT YOUR OWN TAX ADVISOR TO FULLY UNDERSTAND THE TAX CONSEQUENCES OF THE MERGER TO YOU.
19. What should I do with the Form W-9 included with my Exchange Form?
If your account did not have an accurate or updated taxpayer identification number ("TIN"), we enclosed a Form W-9 with the Cash Exchange Form. Under U.S. federal income tax law, any person submitting the Cash Exchange Form who has not previously certified the TIN relating to the registered account must provide to the Exchange Agent his, her or its correct TIN, and certify that such TIN is correct on the enclosed Form W-9. If such TIN is not provided, a penalty of $50.00 may be imposed by the Internal Revenue Service and payment of the Merger Consideration may be subject to backup withholding. The TIN to be provided is that of the person submitting the Cash Exchange Form. The TIN for an individual is generally his or her social security number. Exempt persons (including, among others, all corporations and certain foreign individuals) are not subject to backup withholding and reporting requirements. A foreign individual may qualify as an exempt person by submitting a Form W-8, signed under penalties of perjury, certifying such individual's foreign status. That form can be obtained from the Exchange Agent. See the Guidelines for Certification of Taxpayer Identification Number on Form W-9 for additional instructions.
If we did not include a Form W-9 and the Merger Consideration is to be issued in the same name as the name on your registered stock account, you do not need to take any further action to certify the TIN for the registered account.
If we did not include a Form W-9 and you want the Merger Consideration to be issued to a person(s) other than the registered owner(s), a transfer of ownership form must be completed. You may obtain transfer of ownership requirements and instructions from the internet at www.computershare.com or by calling Computershare at 1-888-985-2064. Outside the U.S. , Canada and Puerto Rico, you can call 1-312-499-7076.
20. Whom shall I contact if I have additional questions about the exchange of Wrigley shares for the Merger Consideration?
You may call Computershare, toll free at 888-985-2064. Representatives are available Monday through Friday, 9 a.m. to 6 p.m. Eastern Time. Outside the U.S., Puerto Rico and Canada you can call 1-312-499-7076.
Please direct written correspondence to:
P.O. Box 43010
Providence , RI 02940 -3010