THOMASVILLE, Ga. and
PHILADELPHIA, May 20, 2011 /PRNewswire/ --Flowers Foods, Inc.
(NYSE: FLO) and Tasty Baking Company (NasdaqGM: TSTY) announced
today the successful completion of Flowers' tender offer by its
direct wholly-owned subsidiary, Compass Merger Sub, Inc., for all
of the outstanding shares of common stock of Tasty for $4.00 per share in cash, without interest and
less any applicable withholding taxes. The tender offer
expired, as scheduled, at 12:00 midnight, Philadelphia, PA time, on Thursday, May 19, 2011, and was not extended.
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)
Based on information provided by the depositary for the tender
offer, approximately 6,696,686 shares of Tasty common stock
(including approximately 103,283 shares subject to notices of
guaranteed delivery) representing approximately 77% of Tasty's
outstanding shares of common stock, were validly tendered and not
withdrawn pursuant to the tender offer. All shares validly
tendered have been accepted for payment in accordance with the
terms of the offer.
Pursuant to the terms of the previously announced Agreement and
Plan of Merger, Compass Merger Sub, Inc. intends to exercise its
top-up option to purchase newly issued shares of common stock from
Tasty at the tender offer price, which will permit Flowers to
complete the transaction by effecting a short-form merger, that is,
a merger without a vote or meeting of Tasty's remaining
shareholders, as promptly as practicable. Following the
merger, each share of common stock of Tasty not accepted for
payment in the tender offer, will be converted into the right to
receive $4.00 per share in cash,
without interest and less any applicable withholding taxes, the
same price that was paid in the tender offer, with Tasty becoming a
wholly-owned subsidiary of Flowers. Thereafter, Tasty common
stock will cease to be traded on the NASDAQ Global Market.
About Flowers Foods
Founded in 1919 and headquartered in Thomasville, Ga., Flowers Foods, with
$2.6 billion in annual sales, is one
of the nation's leading producers and marketers of packaged bakery
foods for retail and foodservice customers. Among the
company's top brands are Nature's Own, Whitewheat, Cobblestone
Mill, Blue Bird, and Mrs. Freshley's. Flowers
operates 39 bakeries that are among the most efficient in the
baking industry. Flowers Foods produces, markets, and
distributes fresh bakery products that are delivered to customers
daily through a direct-store-delivery system serving the Southeast,
Mid-Atlantic, and Southwest as well as select markets in
California and Nevada. The company also produces and
distributes fresh snack cakes and frozen breads and rolls
nationally through warehouse distribution. For more
information, visit www.flowersfoods.com.
About Tasty Baking Company
Tasty Baking Company (NasdaqGM: TSTY), founded in 1914 and
headquartered in Philadelphia,
Pa., is one of the country's leading bakers of snack cakes,
pies, cookies, and donuts. The company has manufacturing
facilities in Philadelphia and
Oxford, Pa. The company
offers more than 100 products under the Tastykake brand
name. For more information on Tasty Baking Company, visit
www.tastykake.com.
Forward Looking Statements
This press release contains forward-looking statements that
involve risks, uncertainties and assumptions. If such risks
or uncertainties materialize or such assumptions prove incorrect,
the results of Flowers, Tasty and their consolidated subsidiaries
could differ materially from those expressed or implied by such
forward-looking statements and assumptions. All statements
other than statements of historical fact are statements that could
be deemed forward-looking statements, including statements about
the expected terms of the proposed acquisition; the ability to
complete the proposed transaction; the expected benefits and costs
of the transaction; management plans relating to the transaction;
the expected timing of the completion of the transaction; any
statements of the plans, strategies and objectives of management
for future operations, including the execution of integration
plans; any statements of expectation or belief; and any statements
of assumptions underlying any of the foregoing. Risks,
uncertainties and assumptions include that the transaction may not
be timely completed, if at all, upon favorable terms; the
possibility that expected benefits may not materialize as expected;
that, prior to the completion of the transaction, Tasty's business
may not perform as expected due to transaction-related uncertainty
or other factors; that Flowers is unable to successfully implement
integration strategies; and other risks that are described in
Flowers's and Tasty's SEC reports, including but not limited to the
risks described under "Risk Factors" in Part I, Item 1A of
each of their Annual Reports on Form 10K for the fiscal year ended
December 31, 2010 and December 25, 2010, respectively.
Flowers and Tasty assume no obligation and do not intend to
update these forward-looking statements.
SOURCE Flowers Foods, Inc.