Diedrich Coffee Evaluating Revised Offer From Green Mountain Coffee Roasters
November 24 2009 - 8:00AM
PR Newswire (US)
IRVINE, Calif., Nov. 24 /PRNewswire-FirstCall/ -- Diedrich Coffee,
Inc. (NASDAQ:DDRX) today announced that, on the evening of Monday,
November 23, 2009, it received a revised offer 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 $32.00
per share in cash, an increase of $2.00 per share over GMCR's prior
offer. As with its prior offer, GMCR included with its revised
offer 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 Coffee & Tea, Inc.
(NASDAQ:PEET). GMCR submitted its revised offer in response to a
binding offer received by Diedrich Coffee from Peet's 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 Friday, 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. As required under the terms of the existing merger
agreement with Peet's, on Monday, November 23, 2009, Diedrich
Coffee transmitted to Peet's notice of GMCR's revised offer. After
reviewing the initial $30.00 per share 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 had 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
offer made by GMCR. As part of those negotiations, Peet's submitted
the revised offer described above to Diedrich Coffee; and GMCR
subsequently submitted its revised offer described above to
Diedrich Coffee. In light of the different forms of consideration
in the current Peet's offer and the current GMCR offer, Diedrich
Coffee's Board is continuing to analyze the two offers to determine
whether the GMCR offer 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 current offer 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:
Diedrich Coffee Investor Relations, Scott Liolios or Cody Slach,
both of Liolios Group, Inc., +1-949-574-3860, Web Site:
http://www.diedrich.com/
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