Diedrich Coffee Evaluating Revised Offer From Peet's Coffee & Tea
November 23 2009 - 8:00AM
PR Newswire (US)
Green Mountain Coffee Roasters Also Submits Bid IRVINE, Calif.,
Nov. 23 /PRNewswire-FirstCall/ -- Diedrich Coffee, Inc.
(NASDAQ:DDRX) today announced that, on the evening of Sunday,
November 22, 2009, it received a revised offer from Peet's Coffee
& Tea, Inc. (NASDAQ: PEET) offering to pay to Diedrich Coffee's
stockholders a combination of $19.80 in cash and 0.321 of a share
of Peet's common stock for each share of Diedrich common stock
tendered and accepted in its exchange offer, representing total
consideration of $32.00 per share based on Peet's closing price on
November 20, 2009 of $38.00 per share. The stock component of the
revised purchase price is based on a fixed exchange ratio, so the
value of that component will increase or decrease with changes in
the market price of Peet's common stock. Peet's submitted its
revised offer in response to a binding offer received by Diedrich
Coffee from Green Mountain Coffee Roasters, Inc. (NASDAQ:GMCR) to
enter into a merger transaction pursuant to which GMCR would
acquire all of the outstanding shares of common stock of Diedrich
Coffee for $30.00 per share in cash. A merger agreement signed by
GMCR that contains substantially the same terms (other than the
amount and form of consideration) as the merger agreement with
Peet's was included with the offer. After reviewing the offer from
GMCR, the Board of Directors of Diedrich Coffee had determined that
it constituted a "Superior Proposal" to the terms of the existing
merger agreement between Peet's and Diedrich Coffee. As required
under the terms of the existing merger agreement with Peet's, on
November 20, 2009, Diedrich Coffee transmitted to Peet's notice of
the Board's determination. Under the terms of the Peet's merger
agreement, Peet's has until 5:00 p.m. Pacific Time on Friday,
November 27, 2009 to negotiate with Diedrich Coffee to amend the
current merger agreement in a manner that the Diedrich Coffee Board
determines is at least as favorable to Diedrich Coffee's
stockholders as the proposal made by GMCR. As part of those
negotiations, Peet's has submitted the revised offer described
above to Diedrich Coffee. In light of the different forms of
consideration in the Peet's proposal and the GMCR proposal,
Diedrich Coffee's Board is analyzing the two proposals to determine
whether the GMCR proposal continues to be a Superior Proposal to
the terms of the Peet's merger agreement and the exchange offer
contemplated thereby as amended by the proposal received from
Peet's. Diedrich Coffee intends to make an announcement promptly
after a determination is reached by the Board of Directors.
Houlihan, Lokey, Howard & Zukin Capital, Inc. is acting as
financial advisor to Diedrich Coffee and Gibson, Dunn &
Crutcher LLP is serving as legal advisor. About Diedrich Coffee
Diedrich Coffee specializes in sourcing, roasting and selling the
world's highest quality coffees. The company markets its three
leading brands of specialty coffees, Diedrich Coffee, Coffee People
and Gloria Jean's Coffees, through office coffee service
distributors, restaurants and specialty retailers, and via the
company's web stores. Diedrich Coffee is one of only four roasters
under license to produce K-Cups for Keurig Incorporated's
top-selling single-cup brewing system. For more information about
Diedrich Coffee, call 800-354-5282, or go to
http://www.diedrich.com/, http://www.coffeepeople.com/ or
http://www.coffeeteastore.com/. Forward Looking Statements
Statements in this news release that relate to future plans,
financial results or projections, events or performance are
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and fall under the
safe harbor. Actual results and financial position could differ
materially from those anticipated in the forward-looking statements
as a result of a number of factors, including, but not limited to,
the financial and operating performance of Diedrich Coffee's
wholesale operations, the company's ability to maintain
profitability over time, the successful execution of the company's
growth strategies, the impact of competition, the availability of
working capital, and other risks and uncertainties described in
detail under "Risk Factors and Trends Affecting Diedrich Coffee and
its Business" in the company's annual report on Form 10-K for the
fiscal year ended June 24, 2009 and other reports filed with the
Securities and Exchange Commission. Except where required by law,
the company does not undertake an obligation to revise or update
any forward-looking statements, whether as a result of new
information, future events or changed circumstances. Additional
Information and Where To Find It Stockholders of Diedrich Coffee
are urged to read the relevant tender offer documents because they
contain important information that stockholders should consider
before making any decision regarding tendering their shares. Peet's
Coffee & Tea and its acquisition subsidiary have filed tender
offer materials with the SEC, and Diedrich Coffee has filed a
Solicitation/Recommendation Statement with respect to the tender
offer. The tender offer materials (including a Registration
Statement, an Offer to Purchase, a related Letter of Transmittal
and certain other offer documents) and the
Solicitation/Recommendation Statement contain important
information, which should be read carefully before any decision is
made with respect to the tender offer. The Registration Statement,
Offer to Purchase, the related Letter of Transmittal and certain
other offer documents, as well as the Solicitation/Recommendation
Statement, are available to all stockholders of Diedrich Coffee at
no expense to them. The tender offer materials and the
Solicitation/Recommendation Statement are available free of charge
at the SEC's website at http://www.sec.gov/. In addition,
stockholders are able to obtain a free copy of these documents from
Diedrich Coffee by mailing requests for such materials to: Diedrich
Coffee, Inc., Office of Investor Relations, 28 Executive Park,
Suite 200, Irvine, CA 92614. In addition to the tender offer
materials described above, Diedrich Coffee and Peet's file annual,
quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports,
statements or other information filed by Diedrich Coffee or Peet's
at the SEC public reference room at 100 F Street, N.E., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Diedrich Coffee's and
Peet's filings with the SEC are also available to the public from
commercial document-retrieval services and at the website
maintained by the SEC at http://www.sec.gov/. Diedrich Coffee
Investor Relations: Scott Liolios or Cody Slach Liolios Group, Inc.
Tel 949-574-3860 DATASOURCE: Diedrich Coffee, Inc. CONTACT: Scott
Liolios or Cody Slach, both of Liolios Group, Inc. for Diedrich
Coffee Investor Relations, +1-949-574-3860, Web Site:
http://www.diedrich.com/
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