FILED BY PEETS COFFEE & TEA, INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
SUBJECT COMPANY: DIEDRICH COFFEE, INC.
COMMISSION FILE NO. 000-21203
Peets Coffee & Tea Issues Statement in Response to Announcement by Diedrich Coffee of New Acquisition Proposal from Green
Mountain Coffee Roasters BusinessWire
EMERYVILLE, Calif., December 2, 2009 Peets 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 ODea, President & CEO of Peets. 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 Peets shareholders, said ODea.
As
required by the existing merger agreement between Peets and Diedrich, Diedrich has notified Peets that it will consider whether GMCRs new acquisition proposal may constitute a Superior Proposal (as defined in the merger
agreement) at a meeting of Diedrichs 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 Peets would have until that time to further negotiate with Diedrich prior to any such termination.
Cooley Godward Kronish LLP is acting as Peets 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. Peets 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 Peets prospectus/offer to purchase and the other offer documents contained in the registration statement, and Diedrichs 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 SECs website at
www.sec.gov
. Free copies of the prospectus and offer to
purchase (and other offer documents) are also available from Peets by mail to Peets 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, Peets 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 Peets 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. Peets and Diedrichs 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
Peets 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 Peets and the directors and executive officers of Diedrich may be deemed to be participants in Peets solicitation of Diedrichs 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
Peets 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 Peets Coffee & Tea, Inc.
Peets 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., Peets 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. Peets is committed to strategically growing its business through many channels while maintaining the extraordinary quality of its coffees and teas. For more information about
Peets Coffee & Tea, Inc. visit
www.peets.com
.
Contacts
Sard Verbinnen & Co
Paul Kranhold/Diane Henry, 415-618-8750
Diedrich Coffee (MM) (NASDAQ:DDRX)
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