8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 25, 2009

Sara Lee Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Maryland	1-3344	36-2089049
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
3500 Lacey Road, Downers Grove, Illinois		60515
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (630) 598-6000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Sara Lee Corporation announced that on September 25, 2009 it received an irrevocable, binding offer from Unilever N.V. to acquire Sara Lee's global body care and European detergents businesses (collectively, the "Business") for €1.275 billion. The transaction is anticipated to close during calendar year 2010.

Sara Lee has agreed to accept Unilever's irrevocable, binding offer to purchase the Business, subject to compliance with applicable employee consultation obligations, except for those portions of the Business (the "Restricted Business") that operate or are located in countries where acceptance is prohibited until after compliance with applicable employee consultation obligations. Sara Lee can accept Unilever's irrevocable, binding offer to purchase the Restricted Business after Sara Lee has complied with all employee consultation obligations applicable to the Restricted Business.

Sara Lee has agreed to promptly initiate the process necessary to comply with applicable employee cons ultations obligations relating to the Business. In the event Sara Lee does not comply with applicable employee consultation obligations, excluding employee consultation obligations applicable to the Restricted Business, prior to the expiration of Unilever's irrevocable, binding offer, and provided that Unilever fulfills certain obligations, Sara Lee has agreed to pay Unilever €10,000,000.

Unilever's irrevocable, binding offer will expire on September 25, 2010; provided, however, that if the necessary employee consultations processes have not been completed by that date, either Sara Lee or Unilever may extend the expiration date to December 25, 2010. In exchange for Unilever's irrevocable, binding offer, Sara Lee has agreed not to solicit, invite or initiate or otherwise engage in negotiations or commitments concerning the sale of, or accept any bid or offer in relation to, the Businesses or any part thereof while Unilever’s irrevocable, binding offer remains in effect.

Consummat ion of the transaction also is subject to customary closing conditions and regulatory clearances that will be contained in a sale and purchase agreement that the parties will finalize and sign prior to consummation of the transaction.

A copy of the press release announcing the transaction is attached as Exhibit 99 to this report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Sara Lee Corporation
September 30, 2009	By:	Helen N. Kaminski
		Name: Helen N. Kaminski
		Title: Assistant General Counsel, Corporate & Securities

Exhibit Index

Exhibit No.	Description
99	Press release dated September 25, 2009

EX-99

Sara Lee Corporation
3500 Lacey Road
Downers Grove, IL 60515

FOR IMMEDIATE RELEASE

Contacts:
Media (North America): Jon Harris, +1.630.598.8727
Media (International): Joost den Haan, +31.30.297.2297
Analysts: Aaron Hoffman, +1.630.598.8739

SARA LEE RECEIVES BINDING OFFER OF €1.275 BILLION FROM UNILEVER
FOR ITS GLOBAL BODY CARE BUSINESS

Company plans to use proceeds to invest in core businesses and repurchase stock;
Board authorizes a $1.0 billion share repurchase program

DOWNERS GROVE, Ill. (September 25, 2009) – Sara Lee Corp. (NYSE: SLE) announced today it has received a binding offer of €1.275 billion from Unilever to acquire its global body care and European detergents businesses. Where permissible, Sara Lee has agreed to accept the binding offer upon satisfaction of certain conditions. In fiscal 2009, these businesses generated annual sales of approximately €750 million ($1.0 billion) and accounted for approximately 55% of the adjusted operating segment income¹ for the International Household and Body Care business. The global body care and European detergents businesses encompass a wide variety of popular brands, including Sanex, Radox and Duschdas.

The proposed transaction, which is subject to customary closing conditions and regulatory clearances, is anticipated to close during calendar year 2010. Sara Lee will consult with relevant works councils during the process. The company has also received significant interest in the remainder of its household business and is continuing to pursue divestiture options for this business, which includes air care, shoe care, insecticides and non-European cleaning brands.

“The divestiture of body care and European detergents would advance our strategy to concentrate on our core food and beverage businesses where we enjoy a strong competitive position and where we can generate superior shareholder returns,” said Brenda C. Barnes, chairman and chief executive officer, Sara Lee Corp. “We intend to use proceeds from the divestiture to invest for growth in our core businesses and to repurchase stock.”

Barnes added, “Receiving an offer from a leading company like Unilever reflects the high quality talent, strong consumer recognition of our leading brands, and the significant growth potential of these businesses.”

¹ Constitutes a non-GAAP financial measure. See the reconciliation to the most comparable U.S. generally accepted accounting principle measure at the end of this release.

The company also announced that its board of directors has authorized a $1.0 billion share repurchase program. This is in addition to the 13.5 million share authorization (approximately $150 million based on the recent market price) remaining under the prior share repurchase program. The company reiterated that its board intends to maintain the current quarterly dividend of $.11 for the next four quarters, regardless of the timing of dispositions. Sara Lee intends to maintain a credit profile consistent with a strong investment grade credit rating.

Sara Lee’s International Household and Body Care business generated approximately €1.5 billion ($2.0 billion) in sales in fiscal 2009. The remainder of its household business, which is not included in the proposed transaction, includes the Ambi Pur air care brand, Kiwi shoe care, Ridsect insecticides and White King bleach brands.

About Sara Lee Corporation
Each and every day, Sara Lee (NYSE: SLE) delights millions of consumers and customers around the world. The company has one of the world’s best-loved and leading portfolios with its innovative and trusted food, beverage, household and body care brands, including Ambi Pur, Ball Park, Douwe Egberts, Hillshire Farm, Jimmy Dean, Kiwi, Sanex, Sara Lee and Senseo. Collectively, these brands generate almost $13 billion in annual net sales covering approximately 180 countries. The Sara Lee community consists of 41,000 employees worldwide. Please visit www.saralee.com for the latest news and in-depth information about Sara Lee and its brands.

About Unilever
Unilever’s mission is to add vitality to life. They meet everyday needs for nutrition, hygiene and personal care with brands that help people feel good, look good and get more out of life. Unilever is one of the world’s leading suppliers of fast moving consumer goods with strong local roots in more than 100 countries across the globe. Its portfolio includes some of the world’s best known and most loved brands including thirteen €1 billion brands and global leadership in many categories in which the company operates. The portfolio features brand icons such as Knorr, Wall’s, Flora, Dove, Lynx, Persil, Marmite and Pot Noodle. Unilever has around 174,000 employees in approaching 100 countries and generated annual sales of €42 billion in 2008. More information about Unilever and its brands can be found at www.unilever.com.

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International Household and Body Care
Reconciliation of Adjusted Operating Segment Income Before Depreciation and Amortization
(in millions)
Fiscal 2009
Operating Segment Income	$	242
Increase in operating segment income from:
Depreciation		35
Amortization		8
Significant Items (1)		10
Adjusted Operating Segment Income before Depreciation and Amortization (2)	$	295

(1) “Significant items” are income or charges that management believes have had
a significant impact on the earnings of the segment, are not indicative of the
segment’s core operating results and affect comparability from period to
period. For fiscal 2009, these items included charges for exit activities,
asset and business dispositions; transformation and Project Accelerate costs;
and income from benefit plan curtailment gains.

(2) The term “adjusted operating segment income before depreciation and
amortization” excludes from operating segment income as reported the impact of
depreciation, amortization and significant items.

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