Green Mountain Coffee Roasters' Revised Offer Continues to be Superior Proposal
November 25 2009 - 8:00AM
PR Newswire (US)
IRVINE, Calif., Nov. 25 /PRNewswire-FirstCall/ -- Diedrich Coffee,
Inc. (NASDAQ:DDRX) today announced that its Board of Directors has
determined that the recently revised offer from Green Mountain
Coffee Roasters, Inc. (NASDAQ: GMCR) continues to be a Superior
Proposal to the terms of the merger agreement with Peet's Coffee
& Tea, Inc. (NASDAQ:PEET) and the exchange offer contemplated
thereby, as amended by the subsequent offer received from Peet's.
As previously announced, GMCR has offered to enter into a merger
transaction in which GMCR would acquire all of the outstanding
shares of common stock of Diedrich Coffee for $32.00 per share in
cash, pursuant to a merger agreement that contains substantially
the same terms (other than the amount and form of consideration) as
the merger agreement with Peet's. On Tuesday, November 24, 2009,
GMCR further revised its offer to provide that such merger
agreement would include a reverse termination fee of $8,517,000
that would be payable to Diedrich Coffee if the GMCR merger
agreement were to be terminated under certain circumstances. The
Board of Directors of Diedrich Coffee determined that GMCR's $32.00
all-cash offer, as so revised, continued to be a Superior Proposal
(as defined in the Peet's merger agreement) to Peet's recent
proposal 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 approximately
$30.35 per share based on the closing price of Peet's common stock
on Tuesday, November 24, 2009 of $32.86 per share. Peet's most
recent proposal enhanced the original offer consideration, which
consisted of a combination of $17.33 in cash and a fraction of a
share of Peet's common stock, having a value equal to $8.67 based
on a formula as provided in the Peet's merger agreement, provided
that in no event would such fraction have exceeded 0.315 of a share
of Peet's common stock, representing total consideration of $26.00
per share. Peet's most recent proposal expired this morning and
thus the consideration payable by Peet's reverted to the original
offer of $26.00 per share. 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 Board of Directors
determines is at least as favorable to Diedrich Coffee's
stockholders as the revised offer of GMCR. Unless Peet's submits to
Diedrich Coffee a revised proposal that leads to such a
determination by the Board of Directors, then, at or after such
time, Diedrich Coffee intends concurrently to terminate the Peet's
merger agreement, to pay the termination fee required thereby to
Peet's and to enter into the new merger agreement described above
with GMCR. 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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