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Update: GMCR’s Acquisition of Diedrich
Green Mountain Coffee Roasters, Inc. (GMCR) and Diedrich Coffee, Inc. have received second requests for additional information from the U.S. Federal Trade Commission regarding the announcement of the intended $35.00 per share cash tender offer by Pebbles Acquisition Sub, Inc., a wholly owned subsidiary of GMCR, to purchase all of the outstanding shares of common stock of Diedrich Coffee.
According to a GMCR release. as a result of the second requests, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) during which the FTC is permitted to review the proposed transaction has been extended until 11:59 p.m., Eastern Time, on the 10th day after the companies’ substantial compliance with the second requests, or until 11:59 p.m., Eastern Time, on the next business day following that date, if the 10th day falls on a weekend or Federal holiday.
GMCR and Diedrich Coffee expect to promptly respond to their respective second requests and to continue to work cooperatively with the FTC as it conducts its review of the proposed transaction, according to GMCR. The transaction is expected to be completed in early 2010.
As previously announced, the tender offer is scheduled to expire at midnight, New York City time, on Friday, February 5, 2010. Pebbles Acquisition Sub will extend the tender offer’s expiration time as necessary to occur concurrently with the HSR waiting period’s expiration time.
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After back-and-forth proposals between Green Mountain Coffee Roasters, Inc. (GMCR) and Peet’s Coffee & Tea Inc. for the acquisition of Diedrich Coffee, Inc., GMCR has announced a definitive merger agreement with Diedrich Coffee to purchase the company for $35 per share in cash. The total value of the transaction is estimated at $290 million.
Upon entering into this agreement with GMCR, Diedrich also made the announcement that it had terminated its previously announced merger agreement with Peet’s Coffee & Tea after the expiration of the negotiation period granted to Peet’s under this prior agreement. In compliance with the terms of this prior agreement with Peet’s, GMCR paid a termination fee of $8,517,000 to Peet’s on behalf of Diedrich.
Peet’s stood behind its original proposal and chose not to resubmit an enhanced proposal in response to GMCR’s offer of $35 per share in cash. Peet’s most recent offer that expired was a proposal of $32.50 per share in cash and Peet’s stock. The expiration of this proposal left in place Peet’s original proposal of an exchange offer to acquire Diedrich for a combination of cash and stock valued at $26 per share.
“We are delighted to have entered into a definitive merger agreement with Diedrich and look forward to realizing the substantial benefits of this transaction,” said Lawrence J. Blanford, president and chief executive officer of GMCR. “In particular, adding Diedrich’s three strong brand platforms, which are highly complementary to GMCR’s brands, as well as its manufacturing and distribution facilities in California will, upon completion of this transaction, enable us to more effectively reach consumers across North America and do so with an enhanced array of coffee choices.” “We are pleased to have reached this agreement with GMCR,” said Paul C. Heeschen, chairman of the board of Diedrich. ”This transaction maximizes value for our shareholders and is expected to bring new opportunities for both our employees and brands to grow as part of a stronger business platform. We look forward to working with GMCR to ensure a smooth transition and complete the transaction as expeditiously as possible.” |
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