Imperial Sugar Company (NASDAQ: IPSU) (“Imperial Sugar”) and
Louis Dreyfus Commodities LLC today announced a definitive
agreement under which a subsidiary of Louis Dreyfus Commodities LLC
will acquire Imperial Sugar through a cash tender offer and second
step merger at $6.35 per share. The $6.35 per share represents a
57% premium to Imperial Sugar’s closing stock price on April 30,
2012, the last trading day prior to today’s announcement, and a 50%
premium to Imperial Sugar’s trailing 30-day volume weighted average
stock price.
The proposed transaction has been unanimously approved by
Imperial Sugar’s board of directors, who have agreed to recommend
that Imperial Sugar’s common shareholders tender their shares in
the offer. The all-cash transaction represents a value of
approximately $203 million, including the assumption of debt and
pension liabilities.
John Sheptor, President and Chief Executive Officer of Imperial
Sugar, said, “This is a compelling transaction that delivers
significant value for our shareholders while offering financial
stability and organizational resources to allow us to continue to
meet the needs of our customers.”
Mikael Morn, Chief Executive Officer of Louis Dreyfus
Commodities LLC, said, “Imperial Sugar is a well-established
operator in the sugar industry in North America, and we see an
excellent strategic fit with Louis Dreyfus Commodities LLC. This
transaction is an important step forward in our plan to grow and
diversify our global sugar activities from sugar cane crushing and
international sugar trading into sugar refining and distribution in
major consumer markets.”
Under the terms of the merger agreement, Louis Dreyfus
Commodities LLC will commence a cash tender offer no later than May
11, 2012. The closing of the transaction is expected to occur
during the second calendar quarter of 2012, and is subject to the
satisfaction of customary closing conditions, including expiration
of the applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act and a minimum tender of at least 662/3%
of the Company’s total shares outstanding. Louis Dreyfus
Commodities LLC will be funding the transaction through available
cash and existing credit lines and the offer will not be subject to
a financing condition.
Perella Weinberg Partners LP is acting as exclusive financial
advisor to Imperial Sugar and Paul, Weiss, Rifkind, Wharton &
Garrison LLP is acting as legal advisor. Barclays is acting as
exclusive financial advisor to Louis Dreyfus Commodities LLC and
McGrath North Mullin & Kratz, PC LLO is acting as legal
advisor.
About Imperial Sugar
Imperial Sugar is one of the largest processors and marketers of
refined sugar in the United States to food manufacturers, retail
grocers and foodservice distributors. The Company markets products
nationally under the Imperial®, Dixie Crystals®, and Holly® brands.
For more information about Imperial Sugar, visit
www.imperialsugar.com.
About Louis Dreyfus Commodities LLC
Louis Dreyfus Commodities LLC and its subsidiaries have a highly
diversified agricultural business in North America and operate in
the cotton, grains, oilseeds, sugar, coffee, and juice markets.
With approximately 1,650 employees, Louis Dreyfus Commodities LLC’s
operations include six agricultural processing plants and over 30
logistics assets including five grains/oilseeds export elevators,
10 interior grains/oilseeds elevators and 20 cotton warehouses.
Louis Dreyfus Commodities LLC is a member of the Louis Dreyfus
Commodities Group of companies. The Group’s portfolio includes
oilseeds, grains, rice, freight, finance, juice, cotton, coffee,
sugar, metals, dairy, fertilizers and ethanol businesses. With 160
years in the commodities business, the Louis Dreyfus Commodities
Group maintains a dynamic culture with 35,000 employees at peak
season, and offices in more than 55 countries. For more
information, visit www.ldcommodities.com.
CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING
STATEMENTS
Statements herein regarding the proposed transaction among Louis
Dreyfus Commodities LLC and Imperial Sugar Company, future
financial and operating results and any other statements about
future expectations constitute “forward looking statements.” These
forward looking statements may be identified by words such as
“believe,” “expects,” “anticipates,” “projects,” “intends,”
“should,” “estimates” or similar expressions. Such statements are
based upon current beliefs and expectations and are subject to
significant risks and uncertainties. There are a number of
important factors that could cause actual results or events to
differ materially from those indicated by such forward looking
statements. We believe these forward-looking statements are
reasonable; however, undue reliance should not be placed on any
forward-looking statements, which are based on current
expectations. All written and oral forward-looking statements
attributable to us or persons acting on our behalf are qualified in
their entirety by these cautionary statements. Further,
forward-looking statements speak only as of the date they are made,
and we undertake no obligation to update or revise forward-looking
statements to reflect changed assumptions, the occurrence of
unanticipated events or changes to future operating results over
time unless required by law. Past financial or operating
performance is not necessarily a reliable indicator of future
performance and you should not use our historical performance to
anticipate results or future period trends.
Additional factors that may affect future results are contained
in Imperial Sugar’s filings with the Securities and Exchange
Commission, including Imperial Sugar’s Annual Report on Form 10-K
for the fiscal year ended September 30, 2011, which are available
at the SEC’s Web site http://www.sec.gov. The information set forth
herein speaks only as of the date hereof, and any intention or
obligation to update any forward looking statements as a result of
developments occurring after the date hereof is hereby disclaimed
unless required by law.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE
SEC
The tender offer has not yet commenced and important information
regarding the terms of the tender offer will be contained in a
Schedule TO filed by the acquirer. This announcement is not a
recommendation, an offer to purchase or a solicitation of an offer
to sell shares of Imperial Sugar. At the time the offer is
commenced, the acquirer will file a tender offer statement on
Schedule TO with the Securities and Exchange Commission, and in
connection with the proposed transaction, Imperial Sugar Company
plans to file with the SEC a Tender Offer
Solicitation/Recommendation Statement under cover of Schedule
14D-9. Investors and security holders of Imperial Sugar Company
are urged to read the acquirer’s tender offer statement (including
an offer to purchase, a related letter of transmittal and other
offer documents) filed on Schedule TO and Imperial Sugar Company’s
Tender Offer Solicitation/Recommendation Statement filed under
cover of Schedule 14D-9 and any other relevant documents filed with
the SEC when they are available before any decision is made with
respect to the tender offer because they will contain important
information about Imperial Sugar Company, the proposed transaction
and related matters. Acquirer’s tender offer statement and
Imperial Sugar Company’s Tender Offer Solicitation/Recommendation
Statement filed under cover of Schedule 14D-9 will be mailed to
stockholders of the Company. Investors and security holders of the
Company will be able to obtain copies of acquirer’s tender offer
statement (including an offer to purchase, a related letter of
transmittal and other offer documents) filed on Schedule TO and the
Schedule 14D-9, when they become available, as well as other
filings with the SEC that will be incorporated by reference into
such documents, containing information about Imperial Sugar Company
and the tender offer, without charge, at the SEC’s Internet site
(http://www.sec.gov). These documents may also be obtained for free
from Imperial Sugar Company by directing a request at our Investor
Relations page on our corporate website at
http://www.imperialsugarcompany.com/investor-relations.html.
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