Green Mountain Coffee Roasters, Inc. Confirms $32.00 Per Share Revised Cash Proposal to Acquire Diedrich Coffee
November 24 2009 - 8:50AM
Business Wire
Green Mountain Coffee Roasters, Inc. (NASDAQ: GMCR) (“GMCR”)
today confirmed that it has submitted a revised proposal to acquire
Diedrich Coffee, Inc. (NASDAQ: DDRX) (“Diedrich”) for $32.00 per
share in cash pursuant to a cash tender offer, in a transaction
with a total value of approximately $265 million. GMCR believes its
revised offer constitutes a superior proposal, as defined in the
existing merger agreement between Diedrich and Peet’s Coffee &
Tea, Inc. (NASDAQ: PEET), to Peet’s November 22, 2009 cash and
stock proposal.
This offer represents an approximately 57% premium to the
closing market price of Diedrich common stock on November 2, 2009,
the last trading day prior to the public announcement of a proposed
merger agreement between Diedrich and Peet’s. Additionally, this
$32 all-cash offer represents a significant premium, based on the
price of Peet’s stock, and greater certainty than Peet's November
22, 2009 proposal, which is subject to fluctuations of market
price. Under the terms of GMCR’s revised proposal, GMCR will
acquire all of the outstanding shares of Diedrich common stock for
$32.00 per share in cash, with no financing and no due diligence
contingencies. GMCR intends to fully finance this transaction
through cash on hand and GMCR’s existing bank lines of credit. GMCR
anticipates that this transaction will be neutral to slightly
accretive within the first twelve months following the close,
excluding one-time transaction expenses, and accretive
thereafter.
Lawrence J. Blanford, President and Chief Executive Officer of
GMCR, said, “We remain firmly committed to this strategic
combination with Diedrich. We believe our revised offer constitutes
a superior proposal to Peet’s November 22, 2009 offer, as it
provides Diedrich shareholders with a substantial all-cash premium
as well as greater value and greater certainty and speed of
closing. This transaction will build upon the success of GMCR’s
family of brands across North America and further advance GMCR’s
objective of becoming a leader in the highly fragmented and
competitive coffee and coffee maker businesses. We look forward to
working with the Diedrich Board to complete a mutually beneficial
business combination for all our stakeholders.”
BofA Merrill Lynch is serving as financial advisor to GMCR on
this transaction and Ropes & Gray LLP is serving as its legal
advisor.
About Green Mountain Coffee Roasters, Inc. (NASDAQ:
GMCR)
As a leader in the specialty coffee industry, Green Mountain
Coffee Roasters, Inc. is recognized for its award-winning coffees,
innovative brewing technology, and socially responsible business
practices. GMCR’s operations are managed through two business
units. The Specialty Coffee business unit produces coffee, tea and
hot cocoa from its family of brands, including Tully’s Coffee®,
Green Mountain Coffee®, Newman’s Own® Organics coffee and Timothy’s
World Coffee®. The Keurig business unit is a pioneer and leading
manufacturer of gourmet single-cup brewing systems. K-Cup® portion
packs for Keurig® Single-Cup Brewers are produced by a variety of
licensed roasters, including Green Mountain Coffee, Tully’s Coffee
and Timothy’s. GMCR supports local and global communities by
offsetting 100% of its direct greenhouse gas emissions, investing
in Fair Trade Certified™ coffee, and donating at least five percent
of its pre-tax profits to social and environmental projects. Visit
www.gmcr.com for more information.
Forward-looking statements
Certain statements contained herein, including GMCR’s intention
to complete the proposed acquisition, are not based on historical
fact and are “forward-looking statements” within the meaning of the
applicable securities laws and regulations. Generally, these
statements can be identified by the use of words such as
“anticipate,” “believe,”, “could,” “estimate,” “expect,” “feel,”
“forecast,” “intend,” “may,” “plan,” “potential,” “project,”
“should,” “would,” “and similar expressions intended to identify
forward-looking statements, although not all forward-looking
statements contain these identifying words. Owing to the
uncertainties inherent in forward-looking statements, actual events
or results could differ materially from those stated herein.
Factors that could cause actual results to differ materially from
those in the forward-looking statements include, but are not
limited to, the impact on sales and profitability of consumer
sentiment in this difficult economic environment, GMCR’s success in
efficiently expanding operations and capacity to meet growth,
GMCR’s success in efficiently and effectively integrating Tully’s
and Timothy’s wholesale operations and capacity into its Specialty
Coffee business unit, GMCR’s success in introducing new product
offerings, the ability of lenders to honor their commitments under
GMCR’s credit facility, competition and other business conditions
in the coffee industry and food industry in general, fluctuations
in availability and cost of high-quality green coffee, any other
increases in costs including fuel, Keurig’s ability to continue to
grow and build profits with its roaster partners in the At Home and
Away from Home businesses, the impact of the loss of major
customers for GMCR or reduction in the volume of purchases by major
customers, delays in the timing of adding new locations with
existing customers, GMCR’s level of success in continuing to
attract new customers, sales mix variances, weather and special or
unusual events, as well as other risks described more fully in
GMCR’s filings with the U.S. Securities and Exchange Commission
(the "SEC"). Forward-looking statements reflect management’s
expectations as of the date of this press release, and are subject
to certain risks and uncertainties. GMCR does not undertake to
revise these statements to reflect subsequent developments, other
than in its regular, quarterly earnings releases.
Additional Information
The tender offer to purchase shares of Diedrich common stock
referenced in this press release has not yet commenced, and this
press release is neither an offer to purchase, nor a solicitation
of an offer to sell, any securities. The tender offer to purchase
shares of Diedrich common stock will be made only pursuant to a
Tender Offer Statement on Schedule TO containing an offer to
purchase, forms of letters of transmittal and other documents
relating to the tender offer (the "Tender Offer Statement"), which
GMCR will file with the SEC and mail to Diedrich stockholders.
Security holders of Diedrich are advised to read the Tender Offer
Statement when it becomes available, because it will contain
important information about the tender offer. Investors and
security holders of Diedrich also are advised that they may obtain
free copies of the Tender Offer Statement and other documents filed
by GMCR with the SEC (when these documents become available) on the
SEC's website at http://www.sec.gov. In addition, free copies of
the Tender Offer Statement and related materials may be obtained
(when these documents become available) from GMCR by written
request to: Green Mountain Coffee Roasters, Inc., Attention:
General Counsel, 33 Coffee Lane, Waterbury, Vermont 05676.
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