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					               IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE



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IN RE WM. WRIGLEY JR. COMPANY       :
SHAREHOLDERS LITIGATION             :                   CONSOL. C.A. NO. 3750-VCL
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           NOTICE OF PENDENCY OF CLASS ACTION, PROPOSED SETTLEMENT OF
             CLASS ACTION, SETTLEMENT HEARING, AND RIGHT TO APPEAR



     TO:    ALL RECORD OR BENEFICIAL HOLDERS OF WM. WRIGLEY JR. COMPANY
            COMMON STOCK
            AT ANY TIME BETWEEN APRIL 28, 2008, AND THE EFFECTIVE DATE OF THE
            MERGER

     PLEASE READ THIS NOTICE CAREFULLY. THIS NOTICE RELATES TO A PROPOSED
SETTLEMENT OF THE LITIGATION REFERRED TO IN THE CAPTION AND CONTAINS IMPORTANT
INFORMATION REGARDING YOUR RIGHTS. IF THE COURT APPROVES THE PROPOSED
SETTLEMENT, YOU WILL BE FOREVER BARRED FROM CONTESTING THE FAIRNESS,
REASONABLENESS, OR ADEQUACY OF THE PROPOSED SETTLEMENT, AND FROM PURSUING THE
SETTLED CLAIMS.
     IF YOU HOLD SHARES OF WM. WRIGLEY JR. COMPANY COMMON STOCK FOR THE
BENEFIT OF OTHERS, PLEASE PROMPTLY TRANSMIT THIS DOCUMENT TO SUCH BENEFICIAL
OWNERS.
                                                 THE PURPOSE OF THIS NOTICE

          1.        The purpose of this Notice is to inform you of a proposed settlement (the “Settlement”) of the above-captioned
consolidated action (the “Consolidated Action”) and of a hearing to be held before the Delaware Court of Chancery (the “Court”), in the
New Castle County Courthouse, 500 North King Street, Wilmington, Delaware 19801, on Friday, December 5, 2008, at 2:00 p.m. (the
“Hearing”). The purpose of the Hearing is to determine: (a) whether the Court should certify the Consolidated Action as a class action on
behalf of all persons or entities who held Common Stock of Wm. Wrigley Jr. Company (“Wrigley”), either of record or beneficially,
other than the Defendants (as defined below) in the Consolidated Action, their subsidiary companies, affiliates, and members of their
immediate families, as the case may be, at any time between April 28, 2008, and the date of the consummation of the Merger (the
“Settlement Class”); (b) whether the Court should approve the proposed Settlement of the Consolidated Action; (c) whether the Court
should enter final judgment dismissing with prejudice the class claims asserted in the Consolidated Action on the merits as against the
Plaintiffs (as defined below) and the Settlement Class; (d) if the Court approves the proposed Settlement and enters such final judgment,
whether the Court should grant the application of counsel for the Plaintiffs (as defined below) for an award of attorneys’ fees and
expenses to be paid by Wrigley; and (e) to consider such other matters as may properly come before the Court.
          2.        The Court has the right to adjourn the Hearing without further notice. The Court also has the right to approve the
proposed Settlement with or without modifications, and to enter its final judgment dismissing with prejudice the Consolidated Action on
the merits and to order the payment of attorneys’ fees and expenses without further notice.

      THIS NOTICE SHOULD NOT BE UNDERSTOOD AS AN EXPRESSION OF ANY OPINION OF THE COURT AS
TO THE MERITS OF ANY CLAIMS OR DEFENSES BY ANY OF THE PARTIES. IT IS BASED ON STATEMENTS OF
THE PARTIES AND IS SENT FOR THE SOLE PURPOSE OF INFORMING YOU OF THE EXISTENCE OF THIS ACTION
AND OF A HEARING ON A PROPOSED SETTLEMENT SO THAT YOU MAY MAKE APPROPRIATE DECISIONS AS TO
STEPS YOU MAY WISH TO TAKE IN RELATION TO THIS LITIGATION.

                                        NOTICE TO PERSONS OR ENTITIES HOLDING
                                           OWNERSHIP ON BEHALF OF OTHERS

          Brokerage firms, banks, and/or other persons or entities who held shares of Wrigley Common Stock at any time between April
28, 2008, and the date of the Merger (as defined below) for the benefit of others are requested to immediately send this Notice to all of
their respective beneficial owners. If additional copies of this Notice are needed for forwarding to such beneficial owners, any requests
for such additional copies or provision of a list of names and mailing addresses of beneficial owners may be made to Wrigley Notice
Administrator, c/o Administar Services Group, LLC P.O. Box 24389 Jacksonville, FL 32241-4389.

                                  BACKGROUND AND DESCRIPTION OF THE LITIGATION

         3.       On April 28, 2008, Wrigley announced that it had entered into a definitive Agreement and Plan of Merger (the “Merger
Agreement”), dated April 28, 2008, with Mars, Incorporated (“Mars”), New Uno Holdings Corporation (“Holdings”), and New Uno
Acquisition Corporation (“Merger Sub”), pursuant to which Wrigley will become a wholly-owned subsidiary of Holdings and will
operate as a separate, stand-alone business unit under Mars (the “Merger”).
         4.       Under the Merger Agreement, holders of Wrigley Common Stock and Wrigley Class B Common Stock will be entitled
to receive $80.00 in cash, without interest and less any applicable withholding tax, for each share of Wrigley Common Stock or Wrigley
Class B Common Stock owned by them at the effective time of the Merger.
         5.       On April 29, 2008, Robert L. Garber, a purported Wrigley stockholder, brought a putative class action and derivative
action in the United States District Court for the Northern District of Illinois (the “Illinois Federal Court”) against Wrigley and the
members of Wrigley’s board of directors alleging breaches of fiduciary duties in connection with the Merger (the “Garber Action”).
         6.       On May 8, 2008, Insulators and Asbestos Workers Local No. 14 (“Insulators”), a purported Wrigley stockholder, filed
with the Court a putative class action against Wrigley, Wrigley’s directors, and Mars under the caption Insulators and Asbestos Workers
Local No. 14 v. Wrigley, C.A. No. 3750-VCL (the “Insulators Action”), and Cora E. Bennett, another purported Wrigley stockholder,
filed with the Court a separate putative class action against Wrigley and Wrigley’s directors under the caption Bennett v. Wrigley, C.A.
No. 3756-VCL (the “Bennett Action”).


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          7.        On May 23, 2008, Wrigley filed with the United States Securities and Exchange Commission (the “SEC”) a
preliminary proxy statement (the “Preliminary Proxy”) concerning the Merger.
          8.        On May 30, 2008, the Court issued an order consolidating the Insulators Action and the Bennett Action under the
caption In re Wm. Wrigley Jr. Company Shareholders Litigation, Consol. C.A. No. 3750-VCL.
          9.        On June 6, 2008, Insulators and Ms. Bennett (collectively, the “Plaintiffs”) filed with the Court a Verified Consolidated
Class Action Complaint (the “Consolidated Complaint”) against Wrigley, Wrigley’s directors, and Mars (collectively, the “Defendants”).
          10.       In the Consolidated Complaint, the Plaintiffs allege, among other things, that the Merger Agreement resulted from an
unfair process; the purchase price of $80.00 per share is unfair and inadequate; the Merger Agreement includes provisions that
inappropriately limit Wrigley’s ability to consider alternative transactions; Wrigley’s directors breached their fiduciary duties to Wrigley
stockholders by agreeing to the Merger; Wrigley’s directors breached their fiduciary duties to Wrigley stockholders by making
inadequate, false, and misleading disclosures in the Preliminary Proxy, including certain disclosures related to potential synergies arising
from the Merger, William Blair & Company, L.L.C.’s alleged lack of independence in rendering its fairness opinion, the reasons
underlying the Wrigley board’s approval of the Merger, and Goldman, Sachs & Co.’s role, compensation, and alleged conflicts of
interest in connection with the Merger; and Mars aided and abetted these alleged breaches of fiduciary duties.
          11.       In the Consolidated Complaint, the Plaintiffs seek, among other things, an injunction preventing consummation of the
Merger, additional disclosures in Wrigley’s proxy materials concerning the Merger, unspecified damages, and attorneys’ fees and other
costs and disbursements.
          12.       On June 9, 2008, the Illinois Federal Court issued an order staying all proceedings in the Garber Action in favor of the
Consolidated Action pending before the Court.
          13.       Also on June 9, 2008, Ron Young, a purported Wrigley stockholder, brought a putative class action in the Chancery
Division of the Circuit Court of Cook County, Illinois (the “Illinois State Court”) against each of the Defendants alleging breaches of
fiduciary duties in connection with the Merger as to Wrigley’s directors and aiding and abetting of those alleged breaches as to Mars (the
“Young Action”).
          14.       On June 20, 2008, each of the Defendants answered the Consolidated Complaint.
          15.       On June 26, 2008, Wrigley filed with the SEC a revised preliminary proxy statement (the “Revised Proxy”) concerning
the Merger.
          16.       On July 1, 2008, Wrigley and Wrigley’s directors filed with the Court a motion for judgment on the pleadings with
respect to all of the Plaintiffs’ claims and a motion to stay discovery pending a resolution of their motion for judgment on the pleadings,
and Mars filed a separate motion for judgment on the pleadings and joined in the motion to stay discovery.
          17.       On July 2, 2008, the Plaintiffs filed with the Court a motion for expedited proceedings, a motion for a preliminary
injunction, and a response to the motion to stay discovery.
          18.       On July 7, 2008, the parties to the Consolidated Action began settlement negotiations that eventually resulted in the
agreement reflected in a Memorandum of Understanding (the “Memorandum”), dated August 1, 2008, and a Stipulation of Settlement,
dated September 18, 2008.
          19.       On July 11, 2008, the Illinois State Court issued a memorandum opinion and order dismissing the Young Action in
favor of the Consolidated Action pending before the Court.
          20.       On July 23, 2008, Mr. Young filed a notice of appeal with respect to the Illinois State Court’s dismissal of the Young
Action.
          21.       On July 30, 2008, Wrigley filed with the SEC a second revised preliminary proxy statement (the “Second Revised
Proxy”) concerning the Merger.
          22.       On August 1, 2008, the parties to the Consolidated Action entered into the Memorandum, which set forth the parties’
agreement in principle concerning a settlement of the Consolidated Action.
          23.       On August 4, 2008, the Plaintiffs notified the Court that the parties to the Consolidated Action had entered into the
Memorandum, and presented the Memorandum to the Court.
          24.       Also on August 4, 2008, Wrigley filed with the SEC a definitive proxy statement (the “Definitive Proxy”) concerning
the Merger.
          25.       On August 5, 2008, the Court entered a Stipulation and Order Governing Confirmatory Discovery providing for the
completion of confirmatory discovery by September 15, 2008, and the filing of definitive settlement papers by September 18, 2008.

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          26.      On August 6, 2008, Mr. Young brought a separate putative class action in the Illinois State Court against Goldman,
Sachs & Co. (“Goldman”) and several unnamed Goldman managing directors or executives alleging that Goldman breached its contract
with Wrigley in connection with the Merger, that Goldman and the other defendants breached their alleged fiduciary duties to Wrigley
stockholders, and that Goldman and the other defendants aided and abetted the Wrigley directors’ alleged breaches of their fiduciary
duties to Wrigley stockholders (the “Young Action II”).
          27.      At the Company's Special Meeting of Stockholders held on September 25, 2008, approximately 90% of all votes
entitled to vote at the meeting were present in person or by proxy. The Merger received in excess of the required affirmative vote of the
holders of two-thirds of the outstanding shares of Common Stock and two-thirds of the outstanding shares of Class B Common Stock,
each voting as a separate class. The Merger closed on October 6, 2008."

                                                 REASONS FOR THE SETTLEMENT

          28.      The Plaintiffs, through their counsel, thoroughly investigated the claims and allegations asserted in the Consolidated
Action, as well as the underlying events and transactions relevant to the Consolidated Action. In connection with their investigation, the
Plaintiffs’ counsel have carefully reviewed documents produced by the Defendants, conducted factual and legal research concerning the
validity of the Plaintiffs’ claims, and taken depositions by oral examination of (a) William Wrigley, Jr., Wrigley’s Executive Chairman
and Chairman of the Board, (b) Reuben Gamoran, Wrigley’s Chief Financial Officer, and (c) Byron D. Trott, a Managing Director of
Goldman.
          29.      In evaluating the proposed Settlement, the Plaintiffs and their counsel have considered (a) the substantial benefits to the
members of the Settlement Class, (b) the facts developed during confirmatory discovery, (c) the attendant risks of continued litigation
and the uncertainty of the outcome of the Consolidated Action, (d) the probability of success on the merits and the allegations made in
the Consolidated Action, including the uncertainty relating to proof of those allegations, (e) the desirability of permitting the proposed
Settlement to be consummated as provided by the terms of the Stipulation, and (f) the conclusion of the Plaintiffs and their counsel that
the terms and conditions of the proposed Settlement are fair, reasonable, adequate, and in the best interests of the Plaintiffs and the
members of the Settlement Class.
          30.      The Defendants have denied, and continue to deny, that they have committed or aided and abetted in the commission
of any violation of law or engaged in any of the wrongful acts alleged in the Consolidated Action, and expressly maintain that they
diligently and scrupulously complied with their fiduciary and other legal duties. The Defendants are entering into this Stipulation solely
because the Settlement will eliminate the burden and expense of further litigation.

                                            SUMMARY OF THE SETTLEMENT TERMS

         31.      The principal terms of the Settlement are as follows:
                  (a)       The Definitive Proxy included disclosures that were not set forth in the Preliminary Proxy, the Revised Proxy,
         or the Second Revised Proxy prior to the negotiation of the Settlement. Those additional disclosures, which are set forth in full
         in Exhibit A to this Notice, included:
                            (i)      further detail concerning the work performed by Goldman for Mars in analyzing hypothetical
                  transactions involving Wrigley, as set forth on page 18-19 of the Definitive Proxy;
                            (ii)     a disclosure providing that, in deciding whether to approve the Merger, the Wrigley board considered
                  the benefits to various Wrigley constituencies other than its stockholders arising from the manner in which Mars
                  intends to operate Wrigley following the Merger, as set forth on page 25 of the Definitive Proxy;
                            (iii)    further detail concerning the standalone acquisition analysis performed by Goldman in connection
                  with its fairness opinion, as set forth on page 35 of the Definitive Proxy;
                            (iv)     further detail concerning the fees payable to Goldman in connection with financing arrangements
                  related to the Merger, as set forth on pages 36–37 of the Definitive Proxy;
                            (v)      a disclosure providing that William Blair & Company, L.L.C. did not rely on the investment banking
                  research, analyses, or assumptions of Goldman in performing its fairness opinion work, as set forth on page 38-39 of
                  the Definitive Proxy; and
                            (vi)     further detail concerning Wrigley’s financial forecasts for the fiscal years 2008 through 2012 and the
                  material assumptions underlying those forecasts, as set forth on page 45 of the Definitive Proxy.

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                   (b)      The amount of the termination fee that is payable by Wrigley to Holdings under certain circumstances shall be
          reduced from $690,000 to $621,000.
                   (c)      Wrigley’s obligation to pay the termination fee arises when, among other things, Wrigley enters into a
          definitive agreement with respect to or consummates certain transactions other than the Merger within 12 months after a
          termination of the Merger Agreement. Under the Settlement, this 12-month period shall be reduced to a 9-month period.
          32.      The full terms of the Settlement are set forth in the Stipulation (see Scope of This Notice and Further Information,
below).

                                               DISMISSAL AND RELEASE OF CLAIMS

         33.       The Stipulation provides that, upon final Court approval of the Settlement, and in consideration of the benefits
provided by the Settlement:
                   (a)      The Consolidated Action shall be dismissed with prejudice against the Plaintiffs and all members of the
         Settlement Class, without costs, except as provided in the Stipulation.
                   (b)      Any claims, demands, rights, actions, causes of action, liabilities, damages, losses, obligations, judgments,
         duties, suits, costs, expenses, matters, and issues known or unknown, contingent or absolute, suspected or unsuspected,
         disclosed or undisclosed, liquidated or unliquidated, matured or unmatured, accrued or unaccrued, apparent or unapparent, that
         have been, could have been, or in the future can or might be asserted in the Consolidated Action, or in any court, tribunal, or
         proceeding (including but not limited to any claims arising under federal, state, foreign, or common law, including the federal
         securities laws and any state disclosure laws), by or on behalf of the Plaintiffs or any member of the Settlement Class, whether
         individual, direct, class, derivative, representative, legal, equitable, or any other type or in any other capacity (collectively, the
         “Releasing Persons”) against the Defendants or any of their families, parent entities, controlling persons, associates, affiliates, or
         subsidiaries and each and all of their respective past, present, or future officers, directors, stockholders, principals,
         representatives, employees, attorneys, financial or investment advisors, insurers, co-insurers, re-insurers, consultants,
         accountants, investment bankers, commercial bankers, entities providing fairness opinions, underwriters, brokers, dealers,
         advisors, or agents, heirs, executors, trustees, general or limited partners or partnerships, limited liability companies, members,
         joint ventures, personal or legal representatives, estates, administrators, predecessors, successors, and assigns (collectively, the
         “Released Persons”) that have arisen, could have arisen, arise now, or hereafter may arise out of or related in any manner to the
         acts, events, facts, matters, transactions, occurrences, statements, representations, misrepresentations, or omissions or any other
         matter whatsoever set forth in or otherwise related, directly or indirectly, to the allegations in the Consolidated Action
         (collectively, the “Settled Claims”), shall be fully, finally, and forever compromised, barred, settled, released, and extinguished;
         provided, however, that the Settled Claims shall not include any claims to enforce the Settlement or any claims by Wrigley
         stockholders for appraisal under Section 262 of the Delaware General Corporation Law.
         34.       The Settlement is intended to extinguish all Settled Claims and, consistent with such intentions, the Releasing Persons
shall waive their rights to the extent permitted by state law, federal law, foreign law, or principle of common law, which may have the
effect of limiting the release described in paragraph 33(b), above. This shall include a waiver by the Releasing Persons of any rights
pursuant to Section 1542 of the California Civil Code, which provides:
         A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
         SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
         KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
         DEBTOR.

In addition, the Plaintiffs, for themselves and on behalf of each member of the Settlement Class (as defined below), also shall be deemed
to waive any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of
common law, which is similar, comparable, or equivalent to California Civil Code Section 1542.
         35.       The Plaintiffs, for themselves and on behalf of each member of the Settlement Class, acknowledge that members of the
Settlement Class and/or other Wrigley stockholders may discover facts in addition to or different from those that they now know or
believe to be true with respect to the subject matter of the release of the Settled Claims, but that it is their intention, for themselves and
on behalf of each member of the Settlement Class, to fully, finally, and forever settle and release any and all claims released hereby,


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whether known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard
to the subsequent discovery or existence of such additional or different facts.

                                THE APPLICATION FOR ATTORNEYS’ FEES AND EXPENSES

         36.      If the Court approves the proposed Settlement, the Plaintiffs’ counsel intend to apply to the Court, at or after the
Hearing, for an award of attorneys’ fees and expenses not to exceed $690,000.00 in the aggregate. The Defendants have agreed not to
oppose the foregoing application and, subject to such limits, Wrigley will cause payment to be made to the Plaintiffs’ counsel of such
fees and expenses as the Court may award as set forth in the Stipulation. The Defendants shall not have any obligation to pay any other
fees or expenses to the Plaintiffs’ counsel. The Defendants reserve the right to oppose any other application made to the Court or the
court in any other jurisdiction by the Plaintiffs, the Plaintiffs’ counsel, or by any other person for an award of attorneys’ fees and
expenses. Any award to the Plaintiffs’ counsel of attorneys’ fees and expenses by the Court will be in addition to the proposed Settlement,
and will not reduce, or in any way affect, the benefits of the proposed Settlement.

                                                  RIGHT TO APPEAR AND OBJECT

          37.      Any member of the Settlement Class who objects to the class action determination, any aspect of the Settlement, the
Order and Final Judgment to be entered in the Consolidated Action, and/or the Plaintiffs’ counsel’s application for fees and expenses, or
otherwise wishes to be heard, may appear personally or by counsel at the Hearing and present evidence or argument that may be proper
and relevant; provided, however, that no member of the Settlement Class may be heard and no papers or briefs submitted by or on behalf
of any member of the Settlement Class shall be received and considered, except by order of the Court for good cause shown, unless, no
later than 10 business days prior to the Hearing on December 5, 2008, copies of (a) a written notice of intention to appear, identifying the
name, address, and telephone number of the objector and, if represented, his, her, or its counsel, (b) a written detailed statement of such
person’s specific objections to any matter before the Court, (c) a written statement certifying that the objector is a member of the
Settlement Class, (d) the grounds for such objections and any reasons for such person’s desiring to appear and be heard, and (e) all
documents and writings such person desires the Court to consider, shall be served electronically or by hand or overnight mail upon the
following counsel:
                           Seth D. Rigrodsky, Esq.
                           RIGRODSKY AND LONG, P.A.
                           919 North Market Street, Suite 980
                           Wilmington, Delaware 19801
                           sdr@rigrodskylong.com

                           Jessica Zeldin, Esq.
                           ROSENTHAL, MONHAIT & GODDESS, P.A.
                           919 North Market Street, Suite 1401
                           Citizens Bank Center
                           P.O. Box 1070
                           Wilmington, Delaware 19899-1070
                           jzeldin@rmgglaw.com

                           Edward P. Welch, Esq.
                           SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                           One Rodney Square
                           P.O. Box 636
                           Wilmington, Delaware 19899-0636
                           edward.welch@skadden.com

                           Raymond J. DiCamillo, Esq.
                           RICHARDS, LAYTON & FINGER, P.A.
                           920 North King Street
                           Wilmington, Delaware 19801
                           dicamillo@rlf.com

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and then filed with the Register in Chancery, New Castle County Courthouse, 500 North King Street, Wilmington, Delaware 19801.
Unless the Court directs otherwise, no member of the Settlement Class shall be entitled to object to the Settlement, or to the Order and
Final Judgment to be entered herein, or to any award of attorneys’ fees and expenses to the Plaintiffs’ counsel, or otherwise to be heard,
except by serving and filing written objections as described above. Any person who fails to object in the manner provided above shall be
deemed to have waived such objection and shall forever be barred from making any such objection in this Consolidated Action or in any
other action or proceeding.

                                                           OTHER LITIGATION

         38.        On April 29, 2008, Robert L. Garber, a purported Wrigley stockholder, brought a putative class action and derivative
action in the Illinois Federal Court against Wrigley and the members of Wrigley’s board of directors alleging breaches of fiduciary duties
in connection with the Merger. On June 9, 2008, the Illinois Federal Court issued an order staying all proceedings in the Garber Action in
favor of the Consolidated Action pending before the Court. More information regarding the Garber Action may be obtained from the
documents filed in the Garber Action with the Clerk of the United States District Court for the Northern District of Illinois, Everett
McKinley Dirksen United States Courthouse, 219 South Dearborn Street, Chicago, Illinois 60604. The Defendants note that the claims
and allegations asserted by Mr. Garber in the Garber Action are covered by the releases provided in the proposed Settlement.
         39.        On June 9, 2008, Ron Young, a purported Wrigley stockholder, brought a putative class action in the Illinois State
Court against each of the Defendants alleging breaches of fiduciary duties in connection with the Merger as to Wrigley’s directors and
aiding and abetting of those alleged breaches as to Mars. On July 11, 2008, the Illinois State Court issued a memorandum opinion and
order dismissing the Young Action in favor of the Consolidated Action pending before the Court. On July 23, 2008, Mr. Young filed a
notice of appeal with respect to the Illinois State Court’s dismissal of the Young Action. More information regarding the Young Action
may be obtained from the documents filed in the Young Action with the Clerk of the Circuit Court of Cook County, 50 West Washington
Street, Room 1001, Chicago, Illinois 60602-1305. The Defendants note that the claims and allegations asserted by Mr. Young in the
Young Action are covered by the releases provided in the proposed Settlement.
         40.        On August 6, 2008, Mr. Young brought a separate putative class action in the Illinois State Court against Goldman and
several unnamed Goldman managing directors or executives alleging that Goldman breached its contract with Wrigley in connection
with the Merger, that Goldman and the other defendants breached their alleged fiduciary duties to Wrigley stockholders, and that
Goldman and the other defendants aided and abetted the Wrigley directors’ alleged breaches of their fiduciary duties to Wrigley
stockholders. The Defendants note that the claims and allegations asserted by Mr. Young in the Young Action II are covered by the
releases provided in the proposed Settlement.

                                      THE ORDER AND FINAL JUDGMENT OF THE COURT

          41.       If the Court determines that the Settlement is fair, reasonable, adequate, and in the best interests of the Settlement Class,
the parties to the Consolidated Action will ask the Court to enter an Order and Final Judgment, which will, among other things:
                    (a)      Approve the Settlement as fair, reasonable, adequate, and in the best interests of the Settlement Class and
          direct consummation of the Settlement in accordance with its terms and conditions.
                    (b)      Finally certify the Settlement Class pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1), and
          23(b)(2).
                    (c)      Dismiss the Plaintiffs’ claims with prejudice as against the Plaintiffs and all of the members of the Settlement
          Class.
                    (d)      Permanently bar and enjoin the members of the Settlement Class from instituting, commencing, prosecuting,
          participating in, or continuing any action or other proceeding in any court or tribunal of this or any other jurisdiction, either
          directly, representatively, derivatively, or in any other capacity, asserting any claims that are, arise out of, or in any way relate to
          Settled Claims as defined in the Stipulation.
                    (e)      Retain jurisdiction over all matters relating to the administration and consummation of the Settlement.
          42.       In the event the Settlement is not approved, such approval does not become final, or the Merger is not consummated,
then the Settlement shall be of no further force and effect and each party then shall be returned to his, her, or its respective position
before the Settlement without prejudice and as if the Settlement had not been entered into.

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                                            SCOPE OF THIS NOTICE AND FURTHER INFORMATION

        43.      The foregoing description of the Hearing, the Consolidated Action, the terms of the proposed Settlement, and other
matters described herein does not purport to be comprehensive. Accordingly, members of the Settlement Class are referred to the
documents filed with the Court in the Consolidated Action. You or your attorney may examine the documents filed with the Court in the
Consolidated Action during regular business hours on any business day at the office of the Register in Chancery, Delaware Court of
Chancery, New Castle County Courthouse, 500 North King Street, Wilmington, Delaware 19801. If you would like further information,
you may contact the following counsel for the Plaintiffs:

                           Jeffrey W. Golan, Esq.
                           BARRACK, RODOS & BACINE
                           3300 Two Commerce Square
                           2001 Market Street
                           Philadelphia, Pennsylvania 19130

                           Joseph Gentile, Esq.
                           SARRAF GENTILE LLP
                           11 Hanover Square, 2nd Floor
                           New York, New York 10005


                           Kenneth Vianale, Esq.
                           VIANALE & VIANALE LLP
                           2499 Glades Road, Suite 112
                           Boca Raton, Florida 33431

For additional copies of this Notice please contact the Wrigley Notice Administrator at:

                           Wrigley Notice Administrator
                           c/o Administar Services Group LLC
                           P.O. Box 24389
                           Jacksonville, FL 32241-4389

                           Phone: 866-326-1182

                           Web: www.wrigleymergersettlement.com

                                        PLEASE DO NOT WRITE OR CALL THE COURT




Dated: Wilmington, Delaware
       October 15, 2008
                                                               BY ORDER OF THE COURT:

                                                                    /s/
                                                               Register in Chancery




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                                                               EXHIBIT A
                                                             Form DEFM14A
                                                      WRIGLEY WM JR CO - WWY
                                                      Filed: August 04, 2008 (period: )
                        Official notification of matters relating to a merger or acquisition
                                                                 THE MERGER
Background to the Merger
      During 2006, at the request of Mars, Goldman Sachs arranged for an introductory meeting between the Company and Mars. In April
2006, the Company and Mars entered into a confidentiality agreement, and William Wrigley, Jr., our Executive Chairman and Chairman of
the Board, Peter Hempstead, our Senior Vice President—Worldwide Strategy and New Business, and a representative of Goldman Sachs
met with Paul S. Michaels, Global President and Chief Executive Officer of Mars, and Oliver C. Goudet, Chief Financial Officer of Mars, to
discuss possible joint ventures involving distribution networks of the Company and Mars in various countries outside of the United States.
Subsequently, in April 2006, Mr. Hempstead and a representative of Goldman Sachs met with Mr. Goudet and Linda Bacon, Corporate
Planning Director of Mars, to further discuss possible joint ventures outside the United States. None of these discussions involved a potential
change of control of the Company, and no formal arrangements were established between the Company and Mars as a result of these
discussions.
      During an August 2007 meeting held pursuant to its customary corporate governance practices, the board of directors, in consultation
with the Company’s senior management, reviewed the five-year strategic business plan prepared by the Company’s management and, at its
January 2008 meeting, the board of directors reviewed a presentation from the Company’s senior management concerning the opportunities
and risks in executing the five-year strategic business plan.
      The Company’s senior management from time to time in the ordinary course has considered and evaluated potential strategic
opportunities, both internally and in informal discussions with representatives of various investment banking firms, including Goldman
Sachs. Similarly, Mars’ senior management from time to time in the ordinary course has considered and evaluated potential strategic
opportunities, both internally and in informal discussions with various investment banking firms, including J.P. Morgan Securities Inc. and
Goldman Sachs. In connection with these client service activities, representatives of Mars had informal discussions with representatives of
Goldman Sachs about potential equity investments in or negotiated transactions involving a number of companies. As these discussions
evolved, at Mars’ request, Goldman Sachs, based solely on publicly available information and using illustrative ranges of transaction
premiums specified by Mars, reviewed with Mars preliminary analyses of hypothetical transactions involving Wrigley to illustrate possible
financing structures and sources and the illustrative pro forma impact of these hypothetical transactions to Mars. Subsequently, at Mars’
request, a representative of Goldman Sachs initially raised with a representative of Berkshire Hathaway whether Berkshire Hathaway would
be interested in scheduling a meeting with Mars to discuss the possibility of Berkshire Hathaway providing financing for a potential
transaction with Wrigley. After the representative of Berkshire Hathaway indicated an interest in meeting with Mars, at Mars’ request, a
representative of Goldman Sachs introduced representatives of Mars to a representative of Berkshire Hathaway. At this meeting, Mars’
representatives discussed possible financing for a potential transaction with Wrigley and the Berkshire Hathaway representative advised
Mars of the desirability of moving forward expeditiously.
      On April 1, 2008, Mr. Wrigley, Jr. was contacted by Messrs. Michaels and Goudet to request a meeting to discuss Mars’ interest in a
possible transaction with the Company.
     From April 1 to April 3, 2008, Mr. Wrigley, Jr. contacted each of the members of the Company’s board of directors to inform them of
the April 1 contact. Mr. Wrigley, Jr. also contacted a representative of Goldman Sachs to inform them of the April 1 contact.
      On April 11, 2008, Mr. Wrigley, Jr. met with Mr. Michaels and Mr. Goudet. Messrs. Michaels and Goudet orally outlined a proposal
to acquire the Company in a merger transaction at $76 per share. They emphasized the similar cultures existing in the two companies and
Mars’ practice of maintaining the stand-alone operation of the companies after completing an acquisition. They indicated that Mars intended
that the Company’s headquarters would remain in Chicago and to operate the Company as a separate business unit with the existing
leadership team intact and Mr. Wrigley, Jr. serving as Executive Chairman of the Company following the merger. They also described a plan
to contribute the Skittles® and Starburst® product lines to the Company following the merger to be operated with the Company’s other
“sugar” products. Messrs. Michaels and Goudet also said that this was a friendly proposal to be discussed on an exclusive basis and that
Mars would withdraw its proposal if the board of directors of the Company was not interested in pursuing the combination or if the
Company wanted to conduct any type of auction process. Messrs. Michaels and Goudet also informed Mr. Wrigley, Jr. that Mars intended to
engage J.P. Morgan Securities Inc. as its financial advisor if a transaction were to be pursued. Mr. Wrigley, Jr. informed Messrs. Michaels
and Goudet that Wrigley intended to engage Goldman Sachs as its financial advisor if a transaction were to be pursued. Each of J.P. Morgan
Securities Inc. and Goldman Sachs had historically provided investment banking services to both Mars and Wrigley.1


1
    as set forth on pages 18-19 of the Definitive Proxy
            described under “The Merger—Opinion of Goldman Sachs” (the full text of Goldman Sachs’ written opinion is attached as Annex B
            to this proxy statement);

       •     the opinion of William Blair that, based upon and subject to the assumptions, procedures, factors, limitations and qualifications set
             forth in the opinion, the $80.00 per share in cash to be received by the holders of outstanding Common Stock and Class B
             Common Stock, collectively, pursuant to the merger agreement was fair, from a financial point of view, to those holders (other
             than Holdings or its affiliates) as described under “The Merger—Opinion of William Blair” (the full text of William Blair’s written
             opinion is attached as Annex C to this proxy statement), as well as the presentation by William Blair in connection with its
             opinion;
       •     the terms of the merger agreement, including: the limited number and nature of the conditions to complete the merger; our right to
             terminate the merger agreement under certain circumstances in order to accept a superior proposal (subject to, among other things,
             paying a $690 million termination fee (which termination fee will be subsequently reduced to $621 million if a final stipulation of
             settlement is entered into with respect to the Delaware litigation described under “The Merger—Legal Proceedings Regarding the
             Merger”)); and the obligation of Mars to pay us a $1 billion termination fee if the merger agreement is terminated under certain
             circumstances;
       •     the likelihood that the proposed acquisition would be completed, in light of the financial capabilities and reputation of Mars and
             the financing commitments;
       •     the positive impact on the financing of Mars’ plan to combine its operations and businesses associated with the manufacture,
             marketing and distribution of the Skittles ® and Starburst ® product lines with and into the surviving corporation;
       •     the benefits to various Wrigley constituencies other than its stockholders (including employees, current management and the
             communities in which Wrigley operates) from the way Mars intended to operate Wrigley following the acquisition (which benefits
             Wrigley’s board of directors did not view as affecting the price negotiations) as reflected in Mars’ unsolicited commitment (i) for
             Wrigley to continue to operate as a separate, stand-alone business unit following the merger and the name of the surviving
             corporation to remain Wm. Wrigley Jr. Company; (ii) for the current Executive Chairman of the Company to be the Executive
             Chairman (and senior most executive officer) of the surviving corporation, reporting directly to the chief executive officer of Mars,
             and with responsibility for the business and operations of the surviving corporation; and (iii) to continue with civic and charitable
             activities and contributions that, in the aggregate, are at the level and of the general nature consistent with past practice of the
             Company;
       •     the terms of the financing arrangements entered into by Mars, Holdings and Merger Sub in connection with the merger, including
             the absence of “market outs,” and the fact that such financing was committed prior to the execution of the merger agreement; and
       •     stockholders who do not vote in favor of adoption of the merger agreement will have the right to demand appraisal of the fair value
             of their shares under Delaware law.
      Our board of directors also considered potentially negative factors in its deliberations concerning the merger including, among others,
the following:
       •     the fact that we will no longer exist as an independent public company and our stockholders will forgo any future increase in our
             value that might result from our earnings or possible growth as an independent company;
       •     the fact that we are not permitted to seek the remedy of specific performance and the Company’s sole remedy in connection with a
             breach of the merger agreement by Holdings or Merger Sub, even a breach that is deliberate or willful, is limited to a termination
             fee of $1 billion;
       •     the fact that under and subject to the terms of the merger agreement, we cannot solicit a third party acquisition proposal, although
             we can furnish information to and negotiate with a third party in response to an unsolicited acquisition proposal that our board of
             directors reasonably determines is or will lead to a superior proposal;
       •     the risk that we might not receive necessary regulatory approvals and clearances;2




2
    as set forth on page 25 of the Definitive Proxy
                                                                          2
     Illustrative Discounted Cash Flow Analysis. Goldman Sachs performed an illustrative discounted cash flow analysis on Wrigley using
forecasts prepared by Wrigley’s management. Goldman Sachs calculated indications of net present value of free cash flows for Wrigley for
the years 2008 through 2012 using illustrative discount rates of 7.0% to 8.0% (based on a weighted average cost of capital analysis of the
Company). Goldman Sachs then calculated implied total equity values per share using illustrative terminal values in the year 2012 based on
multiples ranging from 13.0x EBITDA to 15.0x EBITDA. These illustrative terminal values were then discounted using the illustrative
discount rates and added to the net present value of the free cash flows for the years 2008 through 2012 to calculate implied indications of
present values. After deducting the Company’s net debt, these analyses resulted in a range of implied total equity value per share of $71.20
to $83.80. Goldman Sachs noted that the midpoint of the range of implied total equity value per share resulting from these analyses was
$77.38 per share. Goldman Sachs also calculated the perpetuity growth rates of free cash flows for Wrigley after the year 2012 implied by
these analyses, using illustrative discount rates of 7.0% to 8.0% and illustrative terminal values in the year 2012 based on multiples ranging
from 13.0x EBITDA to 15.0x EBITDA. These analyses resulted in a range of implied perpetuity growth rates of 2.6% to 4.1%.
      To analyze the effects of changes in annual sales growth and EBIT margin on the illustrative discounted cash flow analysis, Goldman
Sachs calculated indications of the net present value of free cash flows for Wrigley for the years 2008 through 2012, adjusting the forecasts
provided by Wrigley’s management using annual incremental sales growth rates ranging from negative 2.0% to positive 2.0% and
incremental annual EBIT margins ranging from negative 2.0% to positive 2.0%, in each case, relative to the forecasts provided by Wrigley’s
management. Goldman Sachs calculated implied total equity values per share using an illustrative terminal value in the year 2012 based on a
multiple of 14.0x EBITDA. These illustrative terminal values were then discounted using an illustrative discount rate of 7.5% and added to
the net present values of the free cash flows for the years 2008 through 2012 to calculate implied indications of present values. After
deducting the Company’s net debt, this analysis resulted in a range of implied total equity value per share of $64.12 to $92.38.
       Standalone Acquisition Analysis. Goldman Sachs performed a standalone acquisition analysis using financial information included in
the forecasts provided by the Company’s management and publicly available historical information. In performing the standalone
acquisition analysis, Goldman Sachs assumed hypothetical financial purchase prices per share of Common Stock ranging from $76.00 to
$80.00, with synergies, contributed businesses and a leverage structure comparable to the structure contemplated in the Mars proposal. For
purposes of this analysis, Goldman Sachs assumed for illustrative purposes only that synergies could be realized on a pro forma basis
relating to distribution costs, in amounts equal to 0.75%, 1.50%, 2.25%, 3.00% and 3.00% of the Company’s estimated standalone
distribution costs in each of the years 2009 through 2013, respectively, and relating to contributed businesses, in an amount by 2013 equal to
5.00% of the estimated 2008 sales for the contributed businesses. Based on a range of illustrative five-year forward Mars EBITDA exit
multiples of 13.0x to 15.0x for the assumed exit at the end of 2012, which reflect illustrative implied prices at which a hypothetical financial
buyer might exit its investment through a sale transaction, this analysis resulted in illustrative internal rate of equity returns to a hypothetical
financial buyer ranging from 9.4% to 16.4%.
      The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary
description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create
an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs
considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather,
Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of
all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Wrigley or the
contemplated transaction.3


       Goldman Sachs prepared these analyses for purposes of providing its opinion to Wrigley’s board of directors as to the fairness from a
financial point of view of the $80.00 per share in cash to be received by the holders (other than Holdings or its affiliates) of Common Stock
and Class B Common Stock, taken in the aggregate, pursuant to the merger agreement. These analyses do not purport to be appraisals nor do
they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are
not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses.
Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties
or their respective advisors, none of Wrigley, Holdings, Merger Sub, Goldman Sachs or any other person assumes responsibility if future
results are materially different from those forecast.
      The merger consideration was determined through arms’-length negotiations between Wrigley and Mars and was approved by
Wrigley’s board of directors. Goldman Sachs provided advice to Wrigley during these negotiations. Goldman Sachs did not, however,
recommend any specific amount of consideration to Wrigley or its board of directors or that any specific amount of consideration constituted
the only appropriate consideration for the transaction.
      As described above, Goldman Sachs’ opinion to Wrigley’s board of directors was one of many factors taken into consideration by
Wrigley’s board of directors in making its determination to approve the merger agreement. The foregoing summary does not purport to be a
complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by
reference to the written opinion of Goldman Sachs attached as Annex B.




3
    as set forth on page 35 of the Definitive Proxy
                                                                         3
      Goldman Sachs and its affiliates are engaged in investment banking and financial advisory services, securities trading, investment
management, principal investment, financial planning, benefits counseling, risk management, hedging, financing, brokerage activities and
other financial and non-financial activities and services for various persons and entities. In the ordinary course of these activities and
services, Goldman, Sachs & Co. and its affiliates may at any time make or hold long or short positions and investments, as well as actively
trade or effect transactions, in the equity, debt and other securities (or related derivative securities) and financial instruments (including bank
loans and other obligations) of Wrigley and of Mars and Berkshire Hathaway, which Goldman Sachs understands will own directly or
indirectly approximately 81% and 19%, respectively, of the equity of the surviving corporation upon the consummation of the transaction
contemplated by the merger agreement, and any of their respective affiliates and portfolio companies or any currency or commodity that
may be involved in the transaction for their own account and for the accounts of their customers. Goldman Sachs has acted as financial
advisor to Wrigley in connection with, and has participated in certain of the negotiations leading to, the transaction.
       At Wrigley’s request, an affiliate of Goldman Sachs has entered into financing commitments to provide Merger Sub with a senior
secured revolving credit facility and senior secured term loan facilities in connection with the consummation of the transaction, which we
refer to as the “senior financing”, subject to the terms of such commitments, and pursuant to which one or more affiliates of Goldman Sachs
will receive customary fees. In addition, at Wrigley’s request, Goldman Sachs has agreed to act as placement agent to Holdings and Merger
Sub in connection with a direct or indirect equity investment to be made by Berkshire Hathaway in Merger Sub and a senior subordinated
debt facility to be provided by Berkshire Hathaway to Merger Sub in connection with the consummation of the transaction, which we refer
to as the “mezz financing”, and for which Goldman Sachs will receive customary fees. Assuming the senior financing is consummated,
Goldman Sachs Credit Partners L.P. will be entitled to receive customary commitment, arrangement and other fees on the closing date in
connection with the senior financing, but the amount of these fees to be received by Goldman Sachs Credit Partners L.P. cannot be
calculated at this time because Goldman Sachs Credit Partners L.P. expects that a not yet determined portion of these fees will be paid to
investors in connection with the anticipated syndication of the senior financing. Assuming the mezz financing is consummated, Goldman
Sachs or its affiliates will become entitled to receive a placement agency fee on the closing date in connection with the mezz financing of
approximately $49 million. Potential conflicts of interest (or a perception thereof) between Goldman Sachs and Wrigley may arise as a result
of the senior financing and/or placement agency arrangements for the mezz financing, and the fees to be received by Goldman Sachs or its
affiliates in connection therewith. Goldman Sachs or its affiliate, as applicable, is acting as an independent contractor in connection with the
senior financing and the placement agency arrangements for the mezz financing and will not have, and the senior financing and the
placement agency arrangements for the mezz financing will not be deemed to create, an advisory, fiduciary or agency relationship, or any
fiduciary or other implied duties, between Goldman Sachs or its affiliate, on the one hand, and Wrigley, and its equity holders and affiliates,
on the other. In addition, Goldman Sachs has looked and will look solely to Goldman Sachs’ own interests and objectives, in the case of the
senior financing, and the interests and objectives of Holdings and Merger Sub in accordance with the placement agency arrangements in the
case of the mezz financing, including determining whether, and on what terms, it committed to arrange, provide and/or place the senior
financing and the mezz financing. Wrigley consented to Goldman Sachs acting as its financial advisor in connection with the transaction, to
Goldman Sachs providing financing commitments to Merger Sub for the senior financing and to Goldman Sachs acting as placement agent
to Holdings and Merger Sub for the mezz financing.
       Goldman Sachs has provided certain investment banking and other financial services to Wrigley and its affiliates from time to time,
including having acted as joint bookrunner with respect to an offering by Wrigley of its 4.30% Senior Notes due July 2010 (aggregate
principal amount of $500,000,000) and 4.65% Senior Notes due July 2015 (aggregate principal amount of $500,000,000) in July 2005; and
as financial advisor to Wrigley in connection with its acquisition of A. Korkunov in February 2007.
      Goldman Sachs has also provided and is currently providing certain investment banking and other financial services to Mars,
including having acted as financial advisor to Mars in connection with its divestiture of MEI Conlux in April 2006; its acquisition of S&M
NuTec, LLC in May 2006; its acquisition of Doane Pet Care Enterprises Inc. in June 2006; and its acquisition of Nutro Products, Inc. in June
2007. Goldman Sachs has also provided and is currently providing certain investment banking and other financial services to Berkshire
Hathaway and its affiliates and portfolio companies, including having acted as financial advisor to Vanderbilt Mortgage and Finance, Inc., a
subsidiary of Berkshire Hathaway, in connection with its acquisition of a loan portfolio in January 2005; as bookrunner with respect to an
offering by Berkshire Hathaway Finance Corporation, a subsidiary of Berkshire Hathaway or “Berkshire Hathaway Finance,” of its Floating
Rate Senior Notes due 2008 (aggregate principal amount of $800,000,000) and 4.75% Senior Notes due 2012 (aggregate principal amount of
$700,000,000) in May 2005; as sole bookrunner with respect to an offering by XTRA Finance Corporation, a subsidiary of Berkshire
Hathaway, of its 5.150% Senior Notes due 2017 (aggregate principal amount of $400,000,000) in March 2007; as joint bookrunner with
respect to an offering of MidAmerican Energy Company, a subsidiary of Berkshire Hathaway, of its 5.65% Senior Notes due 2012
(aggregate principal amount of $400,000,000) and its 5.95% Senior Notes due May 2017 (aggregate principal amount of $250,000,000) in
June 2007; as sole bookrunner with respect to an offering by Berkshire Hathaway Finance of its 5.125% Senior Notes due 2012 (aggregate
principal amount of $750,000,000) in September 2007; as co-lead manager with respect to an offering by MidAmerican Energy Holdings
Company, a subsidiary of Berkshire Hathaway, of its 6.50% Senior Bonds due September 2037 (aggregate principal amount of
$1,000,000,000) in September 2007; and as sole bookrunner with respect to an offering by Berkshire Hathaway Finance of its 4.50% Senior
Notes due 2013 (aggregate principal amount of $500,000,000) and Floating Rate Notes due 2011 (aggregate principal amount of
$1,500,000,000) in January 2008.
      Goldman Sachs may also provide investment banking and other financial services to Wrigley, Mars, Berkshire Hathaway and their
respective affiliates and portfolio companies in the future. In connection with the above-described services Goldman Sachs has received, and
may receive, compensation.4


4
    as set forth on pages 36–37 of the Definitive Proxy
                                                                        4
      The board of directors of Wrigley selected Goldman Sachs as its financial advisor because it is an internationally recognized
investment banking firm that has substantial experience in transactions similar to the transaction. Pursuant to a letter agreement dated
April 11, 2008, Wrigley engaged Goldman Sachs to act as its financial advisor in connection with the transaction. Pursuant to the terms of
this engagement letter, Wrigley has agreed to pay Goldman Sachs a transaction fee of approximately $46 million, the principal portion of
which is payable upon consummation of the transaction. In addition, Wrigley has agreed to reimburse Goldman Sachs for its expenses,
including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including
certain liabilities under the federal securities laws.
Opinion of William Blair
      William Blair was retained to act as an independent financial advisor to the board of directors of Wrigley to render certain investment
banking services in connection with a potential business combination of Wrigley with Mars. In particular, Wrigley requested the opinion of
William Blair as to the fairness, from a financial point of view, to the holders (other than Holdings or its affiliates) of the outstanding shares
of the Common Stock and Class B Common Stock, collectively, of Wrigley of the consideration of $80.00 in cash per share of Common
Stock and Class B Common Stock to be paid to the holders of Common Stock and Class B Common Stock pursuant to the merger
agreement. On April 27, 2008, William Blair delivered its oral opinion to the Wrigley board of directors and subsequently confirmed in
writing, dated April 27, 2008, that, as of that date and based upon and subject to the assumptions and qualifications stated in its opinion, the
consideration of $80.00 in cash per share of Common Stock and Class B Common Stock was fair, from a financial point of view, to the
holders (other than Holdings or its affiliates) of Common Stock and Class B Common Stock, collectively. William Blair was not asked to
consider, and its opinion does not address, the allocation of the merger consideration to be paid in the merger among the holders of Common
Stock and the holders of Class B Common Stock, respectively. William Blair acted as an independent financial advisor to the board of
directors and, accordingly, in performing its fairness opinion work, did not rely on the investment banking research, analyses or assumptions
of Goldman Sachs.
      William Blair provided the opinion described above for the information and assistance of the Wrigley board of directors in connection
with its consideration of the merger. The terms of the merger agreement and the amount and form of the merger consideration, however,
were determined through negotiations between Wrigley, on the one hand, and Holdings and its affiliates, on the other hand, and were
approved by the Wrigley board of directors. The opinion described above delivered to the Wrigley board of directors was reviewed and
approved by William Blair’s fairness opinion committee. William Blair has consented to the inclusion in this proxy statement of its opinion
and the description of its opinion appearing under this subheading “Opinion of William Blair.”
    THE FULL TEXT OF WILLIAM BLAIR’S WRITTEN OPINION, DATED APRIL 27, 2008, IS ATTACHED AS ANNEX C
TO THIS PROXY STATEMENT AND INCORPORATED INTO THIS DOCUMENT BY REFERENCE. YOU ARE URGED TO
READ THE ENTIRE OPINION CAREFULLY AND IN ITS ENTIRETY TO LEARN ABOUT THE ASSUMPTIONS MADE,
PROCEDURES FOLLOWED, MATTERS CONSIDERED AND LIMITS ON THE SCOPE OF THE REVIEW UNDERTAKEN
BY WILLIAM BLAIR IN RENDERING ITS OPINION. WILLIAM BLAIR’S OPINION WAS DIRECTED TO THE BOARD OF
DIRECTORS OF WRIGLEY FOR ITS BENEFIT AND USE IN EVALUATING THE FAIRNESS OF THE MERGER
CONSIDERATION AND RELATES ONLY TO THE FAIRNESS, AS OF THE DATE OF THE OPINION AND FROM A
FINANCIAL POINT OF VIEW, OF THE CONSIDERATION TO BE RECEIVED BY THE HOLDERS (OTHER THAN
HOLDINGS OR ITS AFFILIATES), COLLECTIVELY, OF THE OUTSTANDING SHARES OF COMMON STOCK AND
CLASS B COMMON STOCK IN THE MERGER PURSUANT TO THE MERGER AGREEMENT, DOES NOT ADDRESS ANY
OTHER ASPECT OF THE PROPOSED MERGER OR ANY RELATED TRANSACTION AND DOES NOT CONSTITUTE A
RECOMMENDATION TO ANY STOCKHOLDER AS TO HOW THAT STOCKHOLDER SHOULD VOTE WITH RESPECT
TO THE MERGER AGREEMENT OR THE MERGER. WILLIAM BLAIR DID NOT ADDRESS THE MERITS OF THE
UNDERLYING DECISION BY WRIGLEY TO ENGAGE IN THE MERGER. THE FOLLOWING SUMMARY OF WILLIAM
BLAIR’S OPINION IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF THE OPINION.5




5
    as set forth on pages 38-39 of the Definitive Proxy
                                                                        5
William Blair for certain of its out-of-pocket expenses (including fees and expenses of its counsel) reasonably incurred by it in connection
with its services and will indemnify William Blair against certain liabilities arising out of its engagement.
Certain Forecasts
       Wrigley does not publicly disclose forecasts of future revenues, earnings or other results. However, we provided Goldman Sachs and
William Blair with (and reviewed with Mars) certain non-public business and financial information about the Company in connection with
the preparation of their respective fairness opinions and related financial analyses. The information provided to Goldman Sachs and William
Blair (and reviewed with Mars) included our results of operations and financial position for the quarter ended March 31, 2008 and forecasts
for the fiscal years 2008 through 2012. The forecasts included estimates of sales, gross profit, EBITDA, EBIT, net income, capital
expenditures, working capital as a percentage of sales, gross margin as a percentage of sales and selling, general and administrative expense
as a percentage of sales. The forecasts were not prepared with a view to public disclosure and are included in this proxy statement only
because such information was provided to Goldman Sachs and William Blair (and reviewed with Mars). The forecasts were not prepared
with a view to compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public
Accountants for preparation and presentation of prospective financial information. The forecasts included in this proxy statement have been
prepared by, and are the responsibility of, the Company’s management. The inclusion of the forecasts in this proxy statement should not be
regarded as an indication that such forecasts will be predictive of actual future results, and the forecasts should not be relied upon as such.
No representation is made by the Company or any other person to any security holder of the Company regarding the ultimate performance of
the Company compared to the information contained in the forecasts. The Company does not intend to update or otherwise revise the
forecasts to reflect circumstances existing after the date when made or to reflect the occurrence of future events even in the event that any or
all of the assumptions underlying the forecasts are shown to be in error. These forecasts do not give effect to the merger.
            The forecasts are summarized below:

In millions of dollars, except percentages                        2008                2009               2010            2011            2012
Sales                                                         $     6,039         $      6,613       $     7,215     $     7,893     $     8,635

Gross Profit                                                        3,196                3,492             3,816           4,167           4,559
EBITDA                                                              1,325                1,443             1,580           1,730           1,897
EBIT                                                                1,083                1,179             1,292           1,414           1,551
Net Income                                                           688                     757            834             918            1,011

Capital Expenditures                                                 325                     340            356             373             390

Working Capital as a % of Sales                                          4%                    4%               4%              4%              4%

Gross Margin as a % of Sales                                         52.9%                   52.8%          52.9%           52.8%           52.8%
Selling, General and Administrative Expense as a                     35.0%                   35.0%          35.0%           34.9%           34.8%
  % of Sales


            In preparing the above projections, the Company made the following material assumptions for the period from 2008 to 2012:
        •      an exchange rate of approximately $1.45 for the euro;
        •      commodity pricing remaining relatively flat;
        •      the Company’s product mix remaining similar to the Company’s current product mix;
        •      gum category growth of approximately 8% to 10% per year; and
        •      brand support expense of approximately 16.5% of net sales per year.6




6
    as set forth on page 45 of the Definitive Proxy
                                                                              6

				
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