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Filed by: Alexander & Baldwin Holdings, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Alexander & Baldwin, Inc.
Commission File No.: 000-00565
The following are excerpts from an analyst/investor slide
presentation given by Alexander & Baldwin, Inc. on
February 13, 2012.
presentation given by Alexander & Baldwin, Inc. on
February 13, 2012.
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Separation Plan Update
§ Filed 8-K today announcing plan to file S-4 merger proxy
– Will seek shareholder approval for a holding company merger
structure to:
structure to:
§ More efficiently execute the separation
§ Ensure continued compliance with Jones Act U.S. ownership
requirements
requirements
– If the necessary merger approval is not achieved, other
structural alternatives will be used to effect the separation
structural alternatives will be used to effect the separation
§ On track for 2nd half of 2012 closing
– Targeting 3Q, but subject to timing of the IRS/SEC review
process
process
§ IRS letter ruling request expected to be submitted this
week
week
§ Form-10 filing expected in late March/early April
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Forward Looking Statements Disclosure
Statements in this presentation that are not historical facts are “forward-looking
statements,” within the meaning of the Private Securities Litigation Reform Act
of 1995, that involve a number of risks and uncertainties that could cause actual
results to differ materially from those contemplated by the relevant forward-
looking statement. These forward-looking statements are not guarantees of
future performance. This presentation should be read in conjunction with our
Annual Report on Form 10-K and our other filings with the SEC through the date
of this presentation, which identify important factors that could affect the forward
-looking statements in this presentation. We do not undertake any obligation to
update our forward-looking statements.
statements,” within the meaning of the Private Securities Litigation Reform Act
of 1995, that involve a number of risks and uncertainties that could cause actual
results to differ materially from those contemplated by the relevant forward-
looking statement. These forward-looking statements are not guarantees of
future performance. This presentation should be read in conjunction with our
Annual Report on Form 10-K and our other filings with the SEC through the date
of this presentation, which identify important factors that could affect the forward
-looking statements in this presentation. We do not undertake any obligation to
update our forward-looking statements.
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Where to Find Additional Information
This communication does not constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval. Alexander & Baldwin Holdings, Inc.
(“Holdings”) will file a registration statement that includes a preliminary proxy
statement/prospectus and other relevant documents in connection with the proposed
reorganization. ALEXANDER & BALDWIN, INC. (“A&B”) SHAREHOLDERS ARE
URGED TO CAREFULLY READ THESE DOCUMENTS AND THE DEFINITIVE
PROXY STATEMENT/PROSPECTUS, WHEN FILED AND MAILED, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
REORGANIZATION. The definitive proxy statement/prospectus will be mailed to A&B
shareholders prior to the shareholder meeting. In addition, investors may obtain a free
copy of the preliminary proxy statement/prospectus and other filings containing
information about A&B, Holdings, and the holding company reorganization, from the SEC
at the SEC’s website at http://www.sec.gov after such documents have been filed with the
SEC. In addition, after such documents have been filed with the SEC, copies of the
preliminary proxy statement/prospectus and other filings containing information about
A&B, Holdings, and the holding company reorganization can be obtained without charge
by sending a request to Alexander & Baldwin, Inc., P.O. Box 3440, Honolulu, Hawaii
96801-3440, Attention: Investor Relations; by calling (808) 525-6611; or by accessing
them on A&B’s web site at http://www.alexanderbaldwin.com.
any securities or a solicitation of any vote or approval. Alexander & Baldwin Holdings, Inc.
(“Holdings”) will file a registration statement that includes a preliminary proxy
statement/prospectus and other relevant documents in connection with the proposed
reorganization. ALEXANDER & BALDWIN, INC. (“A&B”) SHAREHOLDERS ARE
URGED TO CAREFULLY READ THESE DOCUMENTS AND THE DEFINITIVE
PROXY STATEMENT/PROSPECTUS, WHEN FILED AND MAILED, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
REORGANIZATION. The definitive proxy statement/prospectus will be mailed to A&B
shareholders prior to the shareholder meeting. In addition, investors may obtain a free
copy of the preliminary proxy statement/prospectus and other filings containing
information about A&B, Holdings, and the holding company reorganization, from the SEC
at the SEC’s website at http://www.sec.gov after such documents have been filed with the
SEC. In addition, after such documents have been filed with the SEC, copies of the
preliminary proxy statement/prospectus and other filings containing information about
A&B, Holdings, and the holding company reorganization can be obtained without charge
by sending a request to Alexander & Baldwin, Inc., P.O. Box 3440, Honolulu, Hawaii
96801-3440, Attention: Investor Relations; by calling (808) 525-6611; or by accessing
them on A&B’s web site at http://www.alexanderbaldwin.com.
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Participants in the Merger Solicitation
A&B, its directors, executive officers, certain other members of management,
and employees may be deemed to be participants in the solicitation of proxies
from the shareholders of A&B in favor of the proposed holding company
reorganization. Additional information regarding the interests of potential
participants in the proxy solicitation will be included in the preliminary proxy
statement/prospectus and the definitive proxy statement/prospectus and other
relevant documents that A&B and Holdings intend to file with the SEC in
connection with the annual meeting of shareholders of A&B.
and employees may be deemed to be participants in the solicitation of proxies
from the shareholders of A&B in favor of the proposed holding company
reorganization. Additional information regarding the interests of potential
participants in the proxy solicitation will be included in the preliminary proxy
statement/prospectus and the definitive proxy statement/prospectus and other
relevant documents that A&B and Holdings intend to file with the SEC in
connection with the annual meeting of shareholders of A&B.