Del Monte Foods Company Announces End of “Go-Shop” Period
10 1월 2011 - 10:30PM
Business Wire
Del Monte Foods Company (NYSE: DLM) today announced the
expiration of the 45 day “go-shop” period pursuant to the terms of
the previously announced merger agreement, entered into on November
24, 2010, by Del Monte Foods and an investor group led by funds
affiliated with Kohlberg Kravis Roberts & Co. L.P.
(“KKR”), Vestar Capital Partners (“Vestar”) and Centerview Partners
(“Centerview”) – collectively the “Sponsors.”
Under the merger agreement, Del Monte Foods had the right to
solicit alternative acquisition proposals from third parties for a
period of 45 calendar days continuing through January 8, 2011. The
Company noted that it did not receive any alternative acquisition
proposals during the “go-shop” period.
Under the terms of the merger agreement between Del Monte Foods
and the Sponsors, funds affiliated with the Sponsors will acquire
all outstanding shares of Del Monte Foods common stock for $19.00
per share in cash. Del Monte Foods expects to file shortly with the
Securities and Exchange Commission definitive proxy materials
related to the special meeting of Del Monte Foods stockholders to
vote on and approve the proposed merger with an affiliate of the
Sponsors.
The transaction is expected to close by the end of March 2011,
subject to customary closing conditions, including receipt of
stockholder and regulatory approvals.
About Del Monte Foods
Del Monte Foods is one of the country’s largest and most
well-known producers, distributors and marketers of premium
quality, branded pet products and food products for the U.S. retail
market, generating approximately $3.7 billion in net sales in
fiscal 2010. With a powerful portfolio of brands, Del Monte
products are found in eight out of ten U.S. households. Pet food
and pet snacks brands include Meow Mix®, Kibbles ‘n Bits®,
Milk-Bone®, 9Lives®, Pup-Peroni®, Gravy Train®, Nature’s Recipe®,
Canine Carry-Outs ® and other brand names. Food product brands
include Del Monte®, Contadina®, S&W®, College Inn® and other
brand names. The Company also produces and distributes private
label pet products and food products. For more information on Del
Monte Foods Company (NYSE: DLM) visit the Company’s website at
www.delmonte.com.
Del Monte. Nourishing Families. Enriching Lives. Every
Day.TM
Cautionary Statement Regarding
Forward-Looking Statements
This press release contains forward-looking statements.
Statements that are not historical facts, including statements
about beliefs or expectations, are forward-looking statements.
These statements are based on plans, estimates and projections at
the time Del Monte Foods Company makes the statements and readers
should not place undue reliance on them. In some cases, readers can
identify forward-looking statements by the use of forward-looking
terms such as “may,” “will,” “should”, “expect,” “intend,” “plan,”
“anticipate,” “believe,” “estimate,” “predict,” “potential,” or
“continue” or the negative of these terms or other comparable
terms. Forward-looking statements involve inherent risks and
uncertainties and the Company cautions readers that a number of
important factors could cause actual results to differ materially
from those contained in any such forward-looking statement. Factors
that could cause actual results to differ materially from those
described in this press release include, among others:
uncertainties as to the timing of the acquisition; the possibility
that competing offers will be made; the possibility that various
closing conditions for the acquisition may not be satisfied or
waived, including that a governmental entity may prohibit or refuse
to grant approval for the consummation of the acquisition; general
economic and business conditions; and other factors. Readers are
cautioned not to place undue reliance on the forward-looking
statements included in this press release, which speak only as of
the date hereof. The Company does not undertake to update any of
these statements in light of new information or future events.
Additional Information and Where to
Find It
In connection with the proposed merger, Del Monte Foods Company
filed a preliminary proxy statement with the Securities and
Exchange Commission (“SEC”) on December 15, 2010. When
completed, a definitive proxy statement and a form of proxy will be
mailed to the stockholders of the Company. THE COMPANY’S SECURITY
HOLDERS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT REGARDING
THE PROPOSED MERGER AND, WHEN AVAILABLE, THE DEFINITIVE PROXY
STATEMENT, BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT
INFORMATION. The Company’s stockholders will be able to obtain,
without charge, a copy of the preliminary proxy statement, the
definitive proxy statement (when available) and other relevant
documents filed with the SEC from the SEC’s website at
http://www.sec.gov. The Company’s stockholders will also be able to
obtain, without charge, a copy of the preliminary and definitive
proxy statements and other relevant documents (when available) by
directing a request by mail or telephone to Del Monte Foods
Company, Attn: Corporate Secretary, P.O. Box 193575, San Francisco,
California 94119-3575, telephone: (415) 247-3000, or from the
Company’s website, http://www.delmonte.com.
The Company and its directors and officers may be deemed to be
participants in the solicitation of proxies from the Company’s
stockholders with respect to the proposed merger. Information about
the Company’s directors and executive officers and their ownership
of the Company’s common stock is set forth in the proxy statement
for the Company’s 2010 Annual Meeting of Stockholders, which was
filed with the SEC on August 16, 2010. Stockholders may obtain
additional information regarding the interests of the Company and
its directors and executive officers in the proposed merger, which
may be different than those of the Company’s stockholders
generally, by reading the preliminary proxy statement filed with
the SEC on December 15, 2010, the definitive proxy statement
(when available) and other relevant documents regarding the
proposed merger, when filed with the SEC.
Del Monte (NYSE:DLM)
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