Revised: Diedrich Coffee Announces Enhanced Offer From Green Mountain Coffee Roasters
December 02 2009 - 3:04AM
PR Newswire (US)
Board Determines Offer Continues to be Superior Proposal IRVINE,
Calif., Dec. 2 /PRNewswire-FirstCall/ -- Diedrich Coffee, Inc.
(NASDAQ:DDRX) today announced that, on Tuesday, December 1, 2009,
Green Mountain Coffee Roasters, Inc. (NASDAQ:GMCR) enhanced its
offer to enter into a merger transaction pursuant to which GMCR
would acquire all of the outstanding shares of common stock of
Diedrich Coffee for $35.00 per share in cash. In addition, GMCR
proposed a form of merger agreement that is more favorable to
Diedrich Coffee's stockholders than the current merger agreement
between Diedrich Coffee and Peet's Coffee & Tea, Inc.
(NASDAQ:PEET). In light of this enhanced proposal from GMCR,
Diedrich Coffee today also announced that its Board of Directors
determined that the proposal from GMCR, as revised, continues to be
a "Superior Proposal" (as defined in the Peet's merger agreement)
to the terms of the merger agreement with Peet's and the exchange
offer contemplated thereby, as amended by the revised proposal
received from Peet's on November 30, 2009. GMCR included with its
enhanced proposal a revised merger agreement signed by GMCR that
reflects the $35.00 per share cash consideration and contains other
terms that are more favorable to Diedrich Coffee's stockholders as
compared to the existing merger agreement with Peet's, as revised
by Peet's recent proposal. More specifically, in addition to the
superior consideration, the revised GMCR merger agreement provides
for a reduction in the limitations and restrictions on Diedrich
Coffee's ability to operate its business during the period prior to
the completion of the transaction, as compared to the Peet's merger
agreement, as well as an increase in the time period during which
Diedrich Coffee may remedy deficiencies relating to the
satisfaction of certain conditions to the tender offer. In
addition, the revised GMCR merger agreement includes a graduated
reverse termination fee such that, if the agreement is terminated
by GMCR or Diedrich Coffee under certain circumstances, a
termination fee in an amount between $8,517,000 and $11,517,000
(depending on the date of termination) would be payable to Diedrich
Coffee. GMCR submitted its enhanced proposal in response to Peet's
revised proposal received by Diedrich Coffee on the evening of
Monday, November 30, 2009, which offered to pay to Diedrich
Coffee's stockholders, for each share of Diedrich common stock
tendered and accepted in its exchange offer, a combination of 0.321
of a share of Peet's common stock and an amount between $21.265 and
$22.870 such that the value of the total consideration paid per
Diedrich share would be equal to $32.50, provided that Peet's
common stock has a value between $30.00 and $35.00 per share. If
Peet's volume-weighted average stock price over a designated five
trading day period prior to the completion of the exchange offer
were less than $30.00, the value per share received by Diedrich's
stockholders would be less than $32.50, and if Peet's
volume-weighted average stock price over that same period were
higher than $35.00, the value per share received by Diedrich's
stockholders would be greater than $32.50. As required under the
terms of the existing merger agreement with Peet's, on Tuesday,
December 1, 2009, Diedrich Coffee transmitted notice of GMCR's
enhanced proposal to Peet's. The Board of Directors of Diedrich
Coffee considered the latest proposals of GMCR and Peet's and
determined that GMCR's $35.00 all-cash offer continued to be a
Superior Proposal (as defined in the Peet's merger agreement) to
Peet's recent proposal, as outlined above. Peet's most recent
proposal enhanced the original offer consideration, which consisted
of a combination of $17.33 in cash and a fraction of a share of
Peet's common stock, having a value equal to $8.67 based on a
formula as provided in the Peet's merger agreement, provided that
in no event would such fraction have exceeded 0.315 of a share of
Peet's common stock, representing total consideration of $26.00 per
share. Peet's most recent proposal expired at 5:00 p.m. Pacific
Time on Tuesday, December 1, 2009, and thus, the consideration
payable by Peet's reverted to the original offer of $26.00 per
share in cash and Peet's stock. Peet's has until 5:00 p.m. Pacific
Time on Monday, December 7, 2009, to negotiate with Diedrich Coffee
to amend the current merger agreement and the exchange offer
contemplated thereby in a manner that the Board of Directors of
Diedrich Coffee determines is at least as favorable to Diedrich
Coffee's stockholders as the enhanced proposal from GMCR. If Peet's
fails to submit to Diedrich Coffee a new proposal that leads to
such a determination, then, at or after such time, Diedrich Coffee
intends concurrently to terminate the Peet's merger agreement, pay
to Peet's the termination fee required thereby and enter into the
new merger agreement described above with GMCR. Gibson, Dunn &
Crutcher LLP is serving as the legal advisor to Diedrich Coffee and
Houlihan, Lokey, Howard & Zukin Capital, Inc. is acting as
financial advisor. About Diedrich Coffee Diedrich Coffee
specializes in sourcing, roasting and selling the world's highest
quality coffees. The company markets its three leading brands of
specialty coffees, Diedrich Coffee, Coffee People and Gloria Jean's
Coffees, through office coffee service distributors, restaurants
and specialty retailers, and via the company's web stores. Diedrich
Coffee is one of only four roasters under license to produce K-Cups
for Keurig Incorporated's top-selling single-cup brewing system.
For more information about Diedrich Coffee, call 800-354-5282, or
go to http://www.diedrich.com/, http://www.coffeepeople.com/ or
http://www.coffeeteastore.com/. Forward Looking Statements
Statements in this news release that relate to future plans,
financial results or projections, events or performance are
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and fall under the
safe harbor. Actual results and financial position could differ
materially from those anticipated in the forward-looking statements
as a result of a number of factors, including, but not limited to,
the financial and operating performance of Diedrich Coffee's
wholesale operations, the company's ability to maintain
profitability over time, the successful execution of the company's
growth strategies, the impact of competition, the availability of
working capital, and other risks and uncertainties described in
detail under "Risk Factors and Trends Affecting Diedrich Coffee and
its Business" in the company's annual report on Form 10-K for the
fiscal year ended June 24, 2009 and other reports filed with the
Securities and Exchange Commission. Except where required by law,
the company does not undertake an obligation to revise or update
any forward-looking statements, whether as a result of new
information, future events or changed circumstances. Additional
Information and Where To Find It Stockholders of Diedrich Coffee
are urged to read the relevant tender offer documents because they
contain important information that stockholders should consider
before making any decision regarding tendering their shares. Peet's
Coffee & Tea and its acquisition subsidiary have filed tender
offer materials with the SEC, and Diedrich Coffee has filed a
Solicitation/Recommendation Statement with respect to the tender
offer. The tender offer materials (including a Registration
Statement, an Offer to Purchase, a related Letter of Transmittal
and certain other offer documents) and the
Solicitation/Recommendation Statement contain important
information, which should be read carefully before any decision is
made with respect to the tender offer. The Registration Statement,
Offer to Purchase, the related Letter of Transmittal and certain
other offer documents, as well as the Solicitation/Recommendation
Statement, are available to all stockholders of Diedrich Coffee at
no expense to them. The tender offer materials and the
Solicitation/Recommendation Statement are available free of charge
at the SEC's website at http://www.sec.gov/. In addition,
stockholders are able to obtain a free copy of these documents from
Diedrich Coffee by mailing requests for such materials to: Diedrich
Coffee, Inc., Office of Investor Relations, 28 Executive Park,
Suite 200, Irvine, CA 92614. In addition to the tender offer
materials described above, Diedrich Coffee and Peet's file annual,
quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports,
statements or other information filed by Diedrich Coffee or Peet's
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. Diedrich Coffee's and
Peet'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 http://www.sec.gov/. Diedrich Coffee
Investor Relations: Scott Liolios or Cody Slach Liolios Group, Inc.
Tel 949-574-3860 DATASOURCE: Diedrich Coffee, Inc. CONTACT: Scott
Liolios or Cody Slach of Liolios Group, Inc., +1-949-574-3860, ,
for Diedrich Coffee Investor Relations Web Site:
http://www.diedrich.com/
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