U.S. Federal Income Tax Information relating to Sara Lee Corporation’s Distribution of DE US Inc/DEMB 1753 common stock on June 28, 2012 Updated 7/25
After the close of business on June 28, 2012, Sara Lee Corporation spun-off its international coffee and tea business through a stock dividend to Sara Lee shareholders. Several separate transactions occurred in connection with the spin-off: First, Sara Lee distributed all of the common stock of DE US, Inc., the U.S. subsidiary that held Sara Lee’s international coffee and tea business (“CoffeeCo”), to an exchange agent on behalf of Sara Lee shareholders of record as of the record date (the “distribution”). The CoffeeCo shares were not physically delivered to you, but were held by the exchange agent for your benefit until completing the merger (described below). Next, CoffeeCo paid a $3.00 per share special dividend to CoffeeCo’s shareholders of record immediately after the distribution of the CoffeeCo common stock, which were the Sara Lee shareholders of record as of the record date. Then CoffeeCo merged with a subsidiary of D.E MASTER BLENDERS 1753 N.V., a Dutch company (“DEMB”), with CoffeeCo becoming a subsidiary of DEMB (the “merger”). In the merger, each share of CoffeeCo common stock was exchanged by the exchange agent for the benefit of the shareholders for one ordinary share of DEMB. Shares of DEMB are listed for trading on the NYSE Euronext Amsterdam and are denominated in Euros.
As a result, Sara Lee shareholders of record as of the record date received one ordinary share of DEMB for each one share of Sara Lee common stock they held before the distribution. Immediately after these actions, Sara Lee completed a 1-for-5 reverse stock split of its shares of common stock and changed its name to The Hillshire Brands Company (Hillshire Brands). If you received DEMB common stock on June 28, 2012,