Diedrich Coffee Evaluating Further Revised Offer From Peet's Coffee & Tea
December 01 2009 - 8:00AM
PR Newswire (US)
IRVINE, Calif., Dec. 1 /PRNewswire-FirstCall/ -- Diedrich Coffee,
Inc. (NASDAQ:DDRX) today announced that, on the evening of Monday,
November 30, 2009, it received a revised offer from Peet's Coffee
& Tea, Inc. (NASDAQ: PEET) to pay to Diedrich Coffee's
stockholders a value of $32.50 per share (based on the closing
price of Peet's common stock on November 30, 2009 of $32.56 per
share) in a combination of cash and Peet's stock. Peet's publicly
announced their revised offer shortly after transmitting it to
Diedrich Coffee. Under the revised proposal, Diedrich Coffee's
stockholders would receive, for each share of Diedrich Coffee
common stock, a stock component consisting of 0.321 of a share of
Peet's common stock plus a cash component in an amount between
$21.265 and $22.870 such that the value of the total consideration
paid per Diedrich Coffee share will be equal to $32.50, provided
that Peet's common stock has a value between $30.00 and $35.00 per
share. If Peet's volume-weighted average stock price over the five
trading days prior to the completion of the exchange offer is
$30.00 or less, the value per share received by Diedrich Coffee's
stockholders would be less than $32.50 and if Peet's
volume-weighted average stock price over that same period is $35.00
or higher, the value per share received by Diedrich Coffee's
stockholders would be greater than $32.50. Peet's submitted its
revised offer in response to Diedrich Coffee's announcement on
Wednesday, November 25, 2009, that the Diedrich Coffee Board of
Directors had determined that the $32.00 per share all-cash offer
it had received from Green Mountain Coffee Roasters, Inc.
(NASDAQ:GMCR) continued to be a Superior Proposal (as defined in
the Peet's merger agreement) to Peet's prior offer 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
Coffee common stock, representing total consideration of
approximately $30.35 per share based on the closing price of Peet's
common stock on Tuesday, November 24, 2009 (the date of the Board
of Directors' determination). The stock component of Peet's prior
offer was based on a fixed exchange ratio, so the value of that
component would increase or decrease with changes in the market
price of Peet's common stock. In light of the different forms of
consideration in the current Peet's offer and the current GMCR
offer, the Board of Directors of Diedrich Coffee is analyzing 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. Gibson, Dunn & Crutcher LLP is serving as the
legal advisor to Diedrich Coffee and Houlihan, Lokey, Howard &
Zukin Capital, Inc. is acting as financial 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: Scott
Liolios or Cody Slach of Liolios Group, Inc., +1-949-574-3860, ,
for Diedrich Coffee Investor Relations Web Site:
http://www.diedrich.com/
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