Seneca Foods Corporation (NASDAQ: SENEA, SENEB) (“Seneca” or the
“Company”), one of North America's leading providers of packaged
fruits and vegetables with facilities located throughout the United
States, today announced the commencement of a tender offer (the
“Offer”) to purchase up to $75 million in value of its Class A
common stock, par value $0.25 per share (the “Class A Shares”), at
a price not greater than $46.00 nor less than $40.00 per Class A
Share to the seller in cash, less any applicable withholding taxes
and without interest.
The Company is conducting the Offer by means of a procedure
commonly called a “modified Dutch auction”, which allows
stockholders to indicate how much stock and at what price within
the specified offer range they wish to tender their stock. Based on
the number of Class A Shares tendered and the prices specified by
the tendering stockholders, Seneca will determine the lowest price
per Class A Share within the specified range that will enable it to
purchase $75 million in value of Class A Shares at such price, or
such lesser number of Class A Shares that are tendered and not
withdrawn (the “Final Purchase Price”), subject to the terms of the
Offer. All Class A Shares purchased by Seneca in the Offer will be
purchased at the same price.
The Offer is made in accordance with the terms and subject to
the conditions described in the Offer to Purchase, dated February
8, 2021 (the “Offer to Purchase”), and the accompanying Letter of
Transmittal, dated February 8, 2021 (together with the Offer to
Purchase, the “Offer Materials”), as each may be amended or
supplemented from time to time. The Offer will expire at 6:00 p.m.,
New York City time, on Tuesday, March 9, 2021 (the “Expiration
Date”), unless the Offer is extended or earlier terminated. Tenders
of Class A Shares must be made on or prior to the Expiration Date
and may be withdrawn at any time prior to the Expiration Date in
accordance with the procedures described in the Offer
Materials.
If, based on the Final Purchase Price, more than $75 million in
value of Class A Shares (or such greater number of Class A Shares
as Seneca may choose to purchase without amending or extending the
Offer) are properly tendered and not properly withdrawn, Seneca
will purchase shares tendered at or below the Final Purchase Price
on a pro rata basis, subject to certain “odd lot” priority and
conditional tender provisions.
Stockholders whose Class A Shares are purchased in the Offer
will be paid the determined purchase price in cash, less any
applicable withholding taxes and without interest, after the
expiration of the Offer. The Company believes that the “modified
Dutch auction” tender offer provides its stockholders with the
opportunity to tender all or a portion of their Class A Shares, and
thereby receive a return of some or all of their investment in the
Company, if they so elect.
The Offer is not contingent upon the receipt of financing or any
minimum number of Class A Shares being tendered. However, the Offer
is subject to a number of other terms and conditions, which are
described in detail in the Offer to Purchase.
While the Company’s Board of Directors has authorized the
Company to make the Offer, neither the Company, its Board of
Directors, the dealer manager, the information agent, nor the
depositary makes any recommendation as to whether to tender or
refrain from tendering Class A Shares or as to the price at which
to tender them. The Company has not authorized any person to make
any such recommendation. Stockholders must make their own decision
as to whether to tender their Class A Shares and, if so, how many
Class A Shares to tender and the purchase price or purchase prices
at which they will tender them. In doing so, stockholders should
consult their own financial and tax advisors and read carefully and
evaluate the information in the Offer Materials.
Pursuant to Rule 13e-4(c)(2) under the Securities Exchange Act
of 1934, as amended, the Company is filing with the Securities and
Exchange Commission (the “SEC”) an Issuer Tender Offer Statement on
Schedule TO, which contains additional information with respect to
the Offer. The Schedule TO, including the exhibits and any
amendments and supplements thereto, may be examined, and copies may
be obtained, at the SEC’s website at www.sec.gov.
The dealer manager for the tender offer is BofA Securities, Inc.
Georgeson LLC is serving as information agent for the tender offer
and Computershare Trust Company is serving as the depositary for
the tender offer. For all questions relating to the tender offer,
please call the information agent, Georgeson LLC at (866) 628-6079
or the dealer manager, BofA Securities, Inc. at (888) 803-9655.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN OFFER OR SOLICITATION TO PURCHASE SECURITIES. THE OFFER IS BEING
MADE SOLELY PURSUANT TO THE OFFER MATERIALS, WHICH SET FORTH THE
COMPLETE TERMS OF THE OFFER THAT HOLDERS OF THE SECURITIES SHOULD
CAREFULLY READ PRIOR TO MAKING ANY DECISION.
THE COMPANY IS NOT MAKING THE OFFER TO (NOR WILL IT ACCEPT ANY
TENDER OF SECURITIES FROM OR ON BEHALF OF) HOLDERS OF SECURITIES IN
ANY JURISDICTION IN WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE
OF ANY TENDER OF SECURITIES WOULD NOT BE IN COMPLIANCE WITH THE
LAWS OF SUCH JURISDICTION, PROVIDED THAT THE COMPANY WILL COMPLY
WITH THE REQUIREMENTS OF RULE 13E-4(F)(8) PROMULGATED UNDER THE
EXCHANGE ACT. HOWEVER, THE COMPANY MAY, AT ITS DISCRETION, TAKE
SUCH ACTION AS THE COMPANY MAY DEEM NECESSARY FOR IT TO MAKE THE
OFFER IN ANY SUCH JURISDICTION AND EXTEND THE OFFER TO HOLDERS OF
SECURITIES IN SUCH JURISDICTION. IN ANY JURISDICTION THE SECURITIES
OR BLUE SKY LAWS OF WHICH REQUIRE THE OFFER TO BE MADE BY A
LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON
THE COMPANY’S BEHALF BY ONE OR MORE REGISTERED BROKERS OR DEALERS
WHICH ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
About Seneca Foods Corporation
Seneca Foods is one of North America’s leading providers of
packaged fruits and vegetables, with facilities located throughout
the United States. Its high quality products are primarily sourced
from over 1,600 American farms. Seneca holds the largest share of
the retail private label, food service, and export canned vegetable
markets, distributing to over 90 countries. Products are also sold
under the highly regarded brands of Libby’s®, Aunt Nellie’s®, Green
Valley®, CherryMan®, READ®, and Seneca labels, including Seneca
snack chips. Seneca’s common stock is traded on the Nasdaq Global
Stock Market under the symbols “SENEA” and “SENEB”. SENEA is
included in the S&P SmallCap 600, Russell 2000 and Russell 3000
indices.
Contact: Timothy J. Benjamin, Chief Financial
Officer315-926-8100
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