THOMASVILLE, Ga. and
PHILADELPHIA, April 21, 2011 /PRNewswire/ -- Flowers Foods,
Inc. (NYSE: FLO) ("Flowers") and Tasty Baking Company (NasdaqGM:
TSTY) ("Tasty") announced today that Flowers' direct wholly-owned
subsidiary, Compass Merger Sub, Inc., has commenced its tender
offer for all outstanding shares of common stock of Tasty at a
price of $4.00 per share, net to the
seller in cash, without interest and less any required withholding
taxes.
The tender offer is being made in connection with the Agreement
and Plan of Merger, dated April 10,
2011, by Flowers; Flowers Bakeries, LLC, a direct
wholly-owned subsidiary of Flowers; and Tasty. Pursuant to an
Assignment and Assumption Agreement, dated April 12, 2011, Flowers Bakeries, LLC assigned
all its rights and obligations under the Agreement and Plan of
Merger to Compass Merger Sub, Inc.
Tasty's board of directors has unanimously determined that the
Agreement and Plan of Merger and tender offer are in the best
interests of Tasty's shareholders. Tasty's board of directors
also recommends that shareholders of Tasty tender their shares
pursuant to the tender offer.
The tender offer is scheduled to expire at midnight Philadelphia, PA time on May 19, 2011, unless extended.
Complete terms and conditions of the tender offer are set forth
in the offer to purchase, letter of transmittal, and other related
materials filed by Flowers and Compass Merger Sub, Inc. with the
SEC on April 21, 2011. In
addition, on April 21, 2011, Tasty
filed a solicitation/recommendation statement on Schedule 14D-9
with the SEC relating to the offer.
Copies of Flowers' offer to purchase, letter of transmittal, and
other related materials, as well as copies of Tasty's Schedule
14D-9, are available free of charge from Georgeson Inc., the
information agent for the tender offer. Copies may be requested by
calling Georgeson toll-free at (800) 676-0281. (Banks and brokers,
please call (212) 440-9800.) Computershare Trust Company,
N.A. is acting as the depositary for the tender offer.
About Flowers Foods
Founded in 1919 and headquartered in Thomasville, Ga., Flowers Foods, with
$2.6 billion in annual sales, is one
of the nation's leading producers and marketers of packaged bakery
foods for retail and foodservice customers. Among the company's top
brands are Nature's Own, Whitewheat, Cobblestone
Mill, Blue Bird, and Mrs. Freshley's. Flowers
operates 39 bakeries that are among the most efficient in the
baking industry. Flowers Foods produces, markets, and distributes
fresh bakery products that are delivered to customers daily through
a direct-store-delivery system serving the Southeast, Mid-Atlantic,
and Southwest as well as select markets in California and Nevada. The company also produces and
distributes fresh snack cakes and frozen breads and rolls
nationally through warehouse distribution. For more information,
visit www.flowersfoods.com.
About Tasty Baking Company
Tasty Baking Company (NasdaqGM: TSTY), founded in 1914 and
headquartered in Philadelphia,
Pa., is one of the country's leading bakers of snack cakes,
pies, cookies, and donuts. The company has manufacturing
facilities in Philadelphia and
Oxford, Pa. The company offers
more than 100 products under the Tastykake brand name. For more
information on Tasty Baking Company, visit www.tastykake.com.
Important Information about the Tender Offer
This press release is for informational purposes only and does
not constitute an offer to purchase nor a solicitation of an offer
to sell any securities of Tasty. Flowers and its wholly-owned
subsidiary, Compass Merger Sub, Inc., will file with the SEC today
a Tender Offer Statement on Schedule TO containing an offer to
purchase, forms of letters of transmittal and other documents
relating to the tender offer and Tasty will file with the SEC today
a Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. Flowers, Compass Merger Sub,
Inc., and Tasty will mail these documents to the shareholders of
Tasty. These documents contain important information about the
tender offer and shareholders of Tasty are urged to read them
carefully.
Tasty shareholders may obtain free copies of these materials and
other documents filed with the SEC by Flowers or Tasty through the
web site maintained by the SEC at www.sec.gov. In addition,
Schedule TO and related exhibits, including the offer to purchase,
letter of transmittal, and other related documents may be obtained
for free by calling Georgeson Inc., Flowers' information agent for
the offer, at (800) 676-0281 (toll-free) or (212) 440-9800
(collect) or by contacting Flowers at 1919 Flowers Circle,
Thomasville, GA 31757. The
Schedule 14D-9 also may be obtained for free by calling Georgeson
at the phone numbers noted above or may be obtained for free by
contacting Tasty at Navy Yard Corporate Center, Three Crescent
Drive, Suite 200, Philadelphia, PA
19112.
Forward Looking Statements
This press release contains forward-looking statements that
involve risks, uncertainties and assumptions. If such risks or
uncertainties materialize or such assumptions prove incorrect, the
results of Flowers, Tasty and their consolidated subsidiaries could
differ materially from those expressed or implied by such
forward-looking statements and assumptions. All statements other
than statements of historical fact are statements that could be
deemed forward-looking statements, including statements about the
expected terms of the proposed acquisition; the ability to complete
the proposed transaction; the expected benefits and costs of the
transaction; management plans relating to the transaction; the
expected timing of the completion of the transaction; any
statements of the plans, strategies and objectives of management
for future operations, including the execution of integration
plans; any statements of expectation or belief; and any statements
of assumptions underlying any of the foregoing. Risks,
uncertainties and assumptions include that the transaction may not
be timely completed, if at all, upon favorable terms; the
possibility that expected benefits may not materialize as expected;
that, prior to the completion of the transaction, Tasty's business
may not perform as expected due to transaction-related uncertainty
or other factors; that Flowers is unable to successfully implement
integration strategies; and other risks that are described in
Flowers's and Tasty's SEC reports, including but not limited to the
risks described under "Risk Factors" in Part I, Item 1A each of
their Annual Report on Form 10-K for the fiscal year ended
December 31, 2010 and December 25, 2010, respectively. Flowers
and Tasty assume no obligation and do not intend to update these
forward-looking statements.
SOURCE Flowers Foods, Inc.