Peet’s Coffee & Tea Issues Statement Following Determination by Diedrich Coffee that Green Mountain Coffee Roasters’ Revi...
November 25 2009 - 8:00AM
Business Wire
Peet’s Coffee & Tea, Inc. (NASDAQ: PEET) today issued the
following statement after an announcement by Diedrich Coffee, Inc.
(NASDAQ: DDRX) that Diedrich’s board of directors has determined a
proposal from Green Mountain Coffee Roasters, Inc. (NASDAQ: GMCR)
to acquire Diedrich for $32.00 per share in cash to be superior to
the November 22, 2009 enhanced acquisition proposal submitted by
Peet’s. Peet’s had proposed to acquire Diedrich in a cash-and-stock
transaction valued at $30.35 per share, or a total value of
approximately $251 million, based on the closing price of Peet’s
common of stock of $32.86 on November 24, 2009. That proposal
expired this morning and is no longer in effect.
Under the terms of the existing merger agreement Peet’s entered
into with Diedrich on November 2, 2009, the agreement (including
Peet’s offer to acquire Diedrich in a cash-and-stock transaction
valued at $26.00 per share) remains in effect until at least 5:00
p.m. Pacific Time on Monday, November 30, 2009, and until that time
(as it may be extended to the extent provided in the agreement),
Peet’s has the right to amend its offer such that Diedrich’s board
of directors could no longer determine that GMCR’s proposal
continues to be a superior proposal.
“As provided for in our merger agreement with Diedrich, over the
next several days we will consider all our alternatives and take
the action we deem to be in the best interests of Peet’s
shareholders,” said Patrick O’Dea, President and CEO of Peet’s. “We
will communicate further when it is appropriate.”
Cooley Godward Kronish LLP is acting as Peet’s legal advisor;
Morgan Stanley and Jesse Capital Management are serving as
financial advisors.
Additional Information and
Where to Find It
This press release is neither an offer to purchase nor a
solicitation of an offer to sell shares of Diedrich. Peet's has
filed a registration statement on Form S-4 (containing a
prospectus/offer to purchase and certain other offer documents) and
a tender offer statement on Schedule TO with the SEC and Diedrich
has filed a solicitation/recommendation statement on Schedule
14D-9, all with respect to the Offer and the Merger (as defined in
those documents). Diedrich stockholders are urged to read Peet's
prospectus/offer to purchase and the other offer documents
contained in the registration statement, and Diedrich's
solicitation/recommendation statement, because they contain
important information that stockholders should consider before
making any decision regarding tendering their shares. The
registration statement (including the prospectus/offer to purchase
and the other offer documents contained therein), the tender offer
statement and the solicitation/recommendation statement contain
important information, which should be read carefully before any
decision is made with respect to the Offer. The registration
statement (including the prospectus/offer to purchase and certain
other offer documents contained therein), as well as the tender
offer statement and the solicitation/recommendation statement, are
available to all stockholders of Diedrich at no expense to them.
The registration statement (including the prospectus/offer to
purchase and other offer documents), the tender offer statement and
the solicitation/recommendation statement are available for free at
the SEC's web site at www.sec.gov. Free copies of the prospectus
and offer to purchase (and other offer documents) are also
available from Peet's by mail to Peet's Coffee & Tea, Inc.,
1400 Park Avenue, Emeryville, CA 94608, attention: Investor
Relations, and free copies of the Solicitation/Recommendation
Statement are available by Diedrich by mail to Diedrich Coffee,
Inc., 28 Executive Park, Suite 200, Irvine, CA 92614, attention:
Investor Relations. In addition, the prospectus/offer to purchase
(and other offer documents) may also be obtained free of charge by
directing a request to the Information Agent for the offer, Laurel
Hill Advisory Group, LLC, 100 Wall Street, 22nd floor, New York, NY
10005 at 1-888-742-1305 (toll free). Continental Transfer &
Trust Company is acting as depositary for the tender offer.
In addition to the foregoing materials filed with the SEC,
Peet's and Diedrich file annual, quarterly and special reports,
proxy statements and other information with the SEC. Investors may
read and copy any reports, statements or other information filed by
Peet's or Diedrich 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. Peet's and Diedrich'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.
Interests of Certain Persons
in the Offer and the Merger
Peet's will be, and certain other persons may be, soliciting
Diedrich stockholders to tender their shares into the exchange
offer. The directors and executive officers of Peet's and the
directors and executive officers of Diedrich may be deemed to be
participants in Peet's solicitation of Diedrich's stockholders to
tender their shares into the exchange offer.
Stockholders may obtain more detailed information regarding the
names, affiliations and interests of the directors and officers of
Peet's and Diedrich in the exchange offer by reading the
prospectus/offer to purchase and certain other offer documents, as
well as the solicitation/recommendation statement.
About Peet's Coffee & Tea,
Inc.
Peet's Coffee & Tea, Inc., (NASDAQ: PEET), is the premier
specialty coffee and tea company in the United States. Founded in
1966 in Berkeley, California by Alfred Peet, an early tea authority
who became widely recognized as the grandfather of specialty coffee
in the U.S., Peet's offers superior quality coffees and teas in
multiple forms, by sourcing the best quality coffee beans and tea
leaves in the world, adhering to strict high quality and taste
standards, and controlling product quality though its unique direct
store delivery selling and merchandising system. Peet's is
committed to strategically growing its business through many
channels while maintaining the extraordinary quality of its coffees
and teas. For more information about Peet's Coffee & Tea, Inc.
visit www.peets.com.
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