Imperial Sugar Company (NASDAQ:IPSU) (“Imperial Sugar”) and
Louis Dreyfus Commodities LLC today announced that Louis Dreyfus
Commodities LLC’s subsidiary Louis Dreyfus Commodities Subsidiary
Inc. has commenced the previously announced tender offer for all of
the outstanding shares of common stock of Imperial Sugar at a price
of $6.35 per share, net to the seller in cash without interest and
less any required withholding taxes.
On May 1, 2012, Imperial Sugar and Louis Dreyfus Commodities LLC
announced the definitive merger agreement pursuant to which the
tender offer would be made. The offer represents a 57% premium to
Imperial Sugar’s closing stock price on April 30, 2012, the last
trading day prior to the announcement of the merger, and a 50%
premium to Imperial Sugar’s trailing 30-day volume weighted average
stock price as of the same date.
As previously disclosed, the board of directors of Imperial
Sugar unanimously recommends that shareholders of Imperial Sugar
tender their shares into the tender offer.
Louis Dreyfus Commodities LLC’s subsidiary is filing with the
Securities and Exchange Commission (the “SEC”) today a tender offer
statement on Schedule TO, including an offer to purchase and
related letter of transmittal, setting forth in detail the terms of
the tender offer. Additionally, Imperial Sugar is filing with the
SEC today a solicitation/recommendation statement on Schedule 14D-9
setting forth in detail, among other things, the recommendation of
Imperial Sugar’s board of directors that Imperial Sugar’s
shareholders tender their shares into the tender offer.
The completion of the tender offer is subject to certain
conditions, including the satisfaction of a minimum tender
condition of at least 66 2/3% of Imperial Sugar’s total shares
outstanding on a fully diluted basis and the termination or
expiration of any applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as described
in the offer to purchase.
The tender offer and withdrawal rights are scheduled to expire
at 9:00 a.m., New York City time, on Monday, June 11, 2012, unless
extended or earlier terminated in accordance with the terms of the
merger agreement.
The Depositary for the tender offer is Computershare. The
Information Agent for the tender offer is Mackenzie Partners, Inc.
The tender offer materials are available on the SEC website at
http://www.sec.gov or may be obtained from MacKenzie Partners, Inc.
at (212) 929-5500 or (800) 322-2885 (toll-free).
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, rice, freight, coffee, and
juice markets. With approximately 1,650 employees, Louis Dreyfus
Commodities LLC’s operations include 6 agricultural processing
plants and over 30 logistics assets including 5 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, its subsidiaries 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.
NOTICE TO INVESTORS
This announcement is not a recommendation, an offer to purchase
or a solicitation of an offer to sell shares or other securities of
Imperial Sugar. Louis Dreyfus Commodities Subsidiary Inc. is filing
today a tender offer statement on Schedule TO with the SEC, and
Imperial Sugar is filing today a solicitation/recommendation
statement on Schedule 14D-9 with respect to the tender offer. The
offer to purchase shares of Imperial Sugar’s common stock will only
be made pursuant to the offer to purchase, the letter of
transmittal and related documents filed with such Schedule TO.
Investors and Imperial Sugar’s shareholders are strongly advised to
carefully read the tender offer statement (including the offer to
purchase, the letter of transmittal and the related tender offer
documents) and the related solicitation/recommendation statement,
as they contain important information, including the various terms
of, and conditions to, the tender offer. Investors and Imperial
Sugar’s shareholders can obtain such materials, at no expense, by
directing a request at the Investor Relations page of the Imperial
Sugar corporate website at
http://www.imperialsugarcompany.com/investor-relations.html. In
addition, investors and Imperial Sugar’s shareholders can obtain
these documents and other documents filed with the SEC for free
from the SEC’s website at www.sec.gov.
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