Peet’s Coffee & Tea Issues Statement in Response to Announcement by Diedrich Coffee of New Acquisition Proposal from Green ...
December 02 2009 - 2:20AM
Business Wire
Peet’s Coffee & Tea, Inc. (NASDAQ: PEET) today issued the
following statement after being informed by Diedrich Coffee, Inc.
(NASDAQ: DDRX) that it had received a new acquisition proposal on
Tuesday, December 1, 2009 from Green Mountain Coffee Roasters, Inc.
(NASDAQ: GMCR).
“In light of the significant antitrust issues we think are
associated with any proposal by GMCR to acquire Diedrich, we
believe that the terms of our most recent proposal remain
superior,” said Patrick O’Dea, President & CEO of Peet's. “As
provided for in our existing merger agreement with Diedrich, we
will take the next few days to consider all our alternatives and,
as always, take the action we deem to be in the best interests of
Peet’s shareholders,” said O’Dea.
As required by the existing merger agreement between Peet’s and
Diedrich, Diedrich has notified Peet’s that it will consider
whether GMCR’s new acquisition proposal may constitute a “Superior
Proposal” (as defined in the merger agreement) at a meeting of
Diedrich’s board of directors to be held on Thursday, December 3,
2009. If such a determination were made at that meeting, Diedrich
would not be permitted to terminate the merger agreement until 5:00
p.m. Pacific Time on Monday, December 7, 2009, and Peet’s would
have until that time to further negotiate with Diedrich prior to
any such termination.
Cooley Godward Kronish LLP is acting as Peet’s legal advisor;
Simpson Thacher & Bartlett LLP is acting as legal advisor on
antitrust matters. 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 shareholders 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 shareholders 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 shareholders 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 website 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 from 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 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 shareholders 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 shareholders to
tender their shares into the exchange offer.
Shareholders 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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