Campbell’s Loeb rejection could set off ugly proxy fight

The soup is about to hit the fan at Campbell’s.

The struggling canned-food giant is expected to announce this week that it doesn’t plan to sell itself to a strategic buyer — a move that could provoke billionaire Dan Loeb into waging a nasty proxy fight against the company’s board of directors, sources told The Post.

Campbell, owner of the Swanson, V8 and Pepperidge Farm brands as well as its namesake soup brand, will announce the results of a three-month board review on what direction the company is taking when it reports fiscal fourth-quarter results on Thursday.

While many on Wall Street are hoping Campbell will announce a sale process, that’s unlikely, sources close to the situation said.

“There is only a 10 percent chance the company announces it is beginning a sales process,” the source close to the board said.

Campbell on Thursday could announce a split of the company, in which some but not all of its brands get sold — a move that won’t necessarily placate Loeb, a source following the situation said.

“I think a proxy fight is a definite possibility,” the source close to the board said on what could come next.

Loeb’s activist hedge fund, Third Point, prodded Campbell on Aug. 9 in a public filing saying, “We believe that the only justifiable outcome of the strategic review is for [the company] to be sold to a strategic buyer.”

As previously reported by The Post, 3G, the Brazil-based owner of Kraft Heinz, recently held exploratory talks to acquire Campbell.

Loeb, known for his tough tactics, so far has played relatively nice in this food fight, but it could get nasty and personal if he does not like the board’s actions, the source following the situation said.

“If whatever is on the call is not satisfactory, then Dan will go bananas,” the source said of Loeb’s hardball tactics.

The Post first reported in July that Loeb was building a stake in Campbell, and on Aug. 9 said he held an 8.4 percent stake in the company.

Two grandchildren of the inventor of condensed soup, Bennett Dorrance and Mary Alice Malone, control 33 percent of the shares, and continue to oppose a sale despite mounting pressure from Loeb, a source close to the board said.

Should Loeb go personal, he will likely start attacking Dorrance and Malone, or at least start threatening their reputations, another source said.

“We do not comment on rumors or speculation,” a Campbell spokeswoman said on Monday. “The board is conducting a comprehensive strategic and operational review of the business to examine all potential paths forward.”

Third Point did not return calls.

“We think a breakup of Campbell is more likely than an outright sale,” a JPMorgan analyst wrote in an Aug. 10 report.

“We do not see any particular advantage in selling soup, cookies/crackers, fresh bread, and carrots together — not when they all are running on separate supply chains,” the analyst wrote. “We can see a number of potential buyers for each of Campbell’s primary businesses.”

In a sum-of-the-parts analysis, Campbell is worth $45.72 a share, JPMorgan said.

Campbell shares rose by 2 cents Monday, to close at $40.70.