BIRMINGHAM, Ala. and
HANOVER, Pa., July 19, 2016 /PRNewswire/ -- Golden
Enterprises, Inc. (the "Company") (NASDAQ: GLDC) and Utz Quality
Foods, Inc. of Hanover, PA ("Utz")
announced that they entered into a definitive merger agreement on
July 18, 2016, pursuant to which Utz
will acquire the Company and Company stockholders will receive
$12.00 per share in cash. This price
represents a premium of approximately 71 percent over the Company's
30-day average closing trading price of $7.00.
"After conducting a review of strategic alternatives by a
Special Committee consisting of independent members of the
Company's Board of Directors, we believe that this is an excellent
transaction for our stockholders, our customers and our employees,"
said Mark McCutcheon, Chief
Executive Officer of the Company. "This merger will
allow the Golden Flake brand to continue to grow in our core
southeastern markets, while expanding the product selections for
our consumers. Utz is a very community oriented company and
we look forward to the future that Utz and Golden Flake will create together."
Utz Quality Foods, Inc. is a privately held snack food company,
founded in 1921 by William and Salie
Utz. They began making potato chips out of their home
in Hanover, in much the same way
Frank Mosher, Mose Lischkoff and Helen
Freidman began Golden Flake in 1923. The
Bashinsky family began their snack food legacy when they purchased
the business in 1946. During their tenure the Company grew
from a small local operation to the multi-state corporation it is
today.
"We are excited about the opportunity to partner with Golden
Flake," said Dylan Lissette, Chief
Executive Officer of Utz. "The two companies are very similar both
in mission and values, and each has a team of dedicated associates.
Golden Flake's product line, market coverage, and manufacturing
facilities blend well with Utz's desire to expand and grow our
markets in the south." Both management teams recognize the
value of the "plus one strength" gained from the synergies of each
company. The Golden Flake product lines and production
capabilities will complement the Utz product portfolio, which
includes Utz, Zapps, "Dirty", Bachman, Wachusett, Snikiddy and Good
Health.
"Our company has viewed Golden Flake as a leader in the
industry. Their culture, quality line of products, and
dedicated people, through the vision and leadership that Mr.
Bashinsky established, is a wonderful fit within our company," said
Mr. Lissette. Golden Flake will operate as a separate subsidiary
under the leadership of its current management team and continue to
be an important part of Birmingham
as "The South's Original Potato Chip!"
Subject to antitrust approval and satisfaction of other
customary closing conditions, the transaction is expected to close
in the fourth quarter of 2016. Following the execution of the
merger agreement, stockholders representing a majority of the
voting shares of Golden Enterprises delivered a written consent
approving and adopting the merger agreement. The merger
agreement includes a three-day period during which the Company's
Board can consider an unsolicited alternative proposal that it
concludes in good faith (after consultation with outside legal
counsel and the financial advisor) is more favorable from a
financial point of view to the stockholders of the Company than the
transaction contemplated by the merger agreement.
North Point Advisors, LLC acted as financial advisor to the
Special Committee of the Board of Directors of Golden
Enterprises. Sirote & Permutt, PC acted as legal counsel
to the Special Committee of the Board of Directors of Golden
Enterprises. Sandler O'Neill acted as financial advisor to
Utz. Cozen O'Connor acted as legal counsel to Utz.
NOTE: This press release contains forward-looking statements.
Readers are cautioned that such forward-looking statements involve
risks and uncertainties that could cause actual events or our
actual results to differ materially from those expressed in any
such forward-looking statements. Such forward-looking statements
include the possible benefits of the proposed Golden Enterprises
acquisition to the Utz business. Readers are directed to Golden
Enterprises' periodic and other reports filed with the Securities
and Exchange Commission (SEC) for a description of such risks and
uncertainties. Neither Golden Enterprises nor Utz undertakes any
obligation to update any forward-looking statements.
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SOURCE Golden Enterprises, Inc.