Green Mountain Coffee Roasters, Inc. Responds to Diedrich Coffee’s Determination That Green Mountain’s Offer Constitutes ...
November 25 2009 - 8:20AM
Business Wire
Green Mountain Coffee Roasters, Inc. (NASDAQ: GMCR) (“GMCR”)
today issued the following statement regarding the determination by
the Board of Directors of Diedrich Coffee, Inc. (NASDAQ: DDRX)
(“Diedrich”) that GMCR’s revised $32.00 per share all-cash proposal
constitutes a superior proposal, as defined in the existing merger
agreement between Diedrich and Peet’s Coffee & Tea, Inc.
(NASDAQ: PEET) (“Peet’s”), to Peet’s November 22, 2009 cash and
stock proposal:
We are extremely pleased that Diedrich’s Board of Directors has
determined that our revised $32.00 per share offer constitutes a
superior proposal to Peet’s November 22, 2009 cash and stock
proposal. Our all-cash offer provides Diedrich shareholders with a
substantial premium as well as greater value and greater certainty
and speed of closing over Peet’s last proposal. We remain firmly
committed to this strategic combination and look forward to moving
quickly in partnership with Diedrich to complete this
transaction.
GMCR’s proposal has a total transaction value of approximately
$265 million and 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 the merger
agreement between Diedrich and Peet’s. Additionally, this $32.00
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 pursuant to a cash tender offer, 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. At the request of Diedrich’s Board, GMCR’s
offer includes a commitment to pay a “reverse break-up fee” of $8.5
million that would be payable to Diedrich if the GMCR merger
agreement were to be terminated under certain circumstances. GMCR
noted that it has thoroughly evaluated the relevant regulatory
process and is confident it can consummate the transaction promptly
in early 2010. 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.
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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