Dreyer's Announces Conversion of Class A Shares and Cessation of Trading on NASDAQ National Market
17 Janvier 2006 - 10:35PM
Business Wire
Dreyer's Grand Ice Cream Holdings, Inc. ("Dreyer's") (NNM:DRYR)
announced today that, as a result of the exercise of a put right
(the "Put Right") by certain holders of Dreyer's Class A Callable
Puttable Common Stock (the "Class A Shares") to require Dreyer's to
purchase their Class A Shares, Nestle Ice Holdings, Inc. ("Nestle
Ice"), has become the owner of in excess of 90% of Dreyer's
outstanding voting stock. Nestle Ice is a wholly-owned indirect
subsidiary of Nestle Holdings, Inc. ("Nestle Holdings"), which
provided funds to pay the purchase price for the exercise of a Put
Right. In accordance with the terms of Dreyer's certificate of
incorporation, all Class A Shares for which the Put Right was not
exercised have been automatically converted into shares of Dreyer's
Class B Common Stock (the "Class B Shares"). As a result of the
conversion, no Class A Shares remain outstanding and Dreyer's has
filed a Form 15 with the Securities and Exchange Commission to
terminate the registration of the Class A Shares under the
Securities Exchange Act of 1934, as amended, and requested that
trading of the Class A Shares on the NASDAQ National Market System
("NASDAQ") cease effective as of the close of trading on NASDAQ on
Tuesday, January 17, 2006. As previously discussed in Dreyer's
press release dated January 13, 2006, in addition to the conversion
of the Class A Shares, as provided under a governance agreement by
and among Dreyer's, Nestle S.A., a corporation organized under the
laws of Switzerland, and Nestle Holdings, since Nestle Ice now owns
at least 90% of Dreyer's outstanding voting stock, Nestle is
obligated to cause a short form merger between Nestle Holdings (or
an affiliate) and Dreyer's. Nestle Holdings has affirmed its intent
to cause Nestle Ice to effect a short form merger with Dreyer's.
Accordingly, it is anticipated that as soon as practicable on
January 18, 2006, Nestle Ice will be merged with and into Dreyer's,
with Dreyer's being the surviving corporation and becoming a
wholly-owned indirect subsidiary of Nestle Holdings. At the
effective time of the merger, all then outstanding Class B Shares
(other than shares held by Nestle Ice) will automatically be
converted into the right to receive a cash payment of $83.10 per
Class B Share. After Nestle Ice completes the short form merger,
Dreyer's shareholders who did not exercise the Put Right (other
than Nestle Ice or its affiliates) will have no further rights as
shareholders other than a right to receive $83.10 per share in cash
or to exercise dissenters' appraisal rights pursuant to Delaware
law. Following the merger, detailed instructions will be mailed to
shareholders outlining the steps that Dreyer's shareholders who did
not exercise the Put Right must take in order to obtain payment or
exercise their dissenters' appraisal rights under Delaware law.
Dreyer's Grand Ice Cream Holdings, Inc., and its subsidiaries
manufacture and distribute a full spectrum of ice cream and frozen
dessert products. Brands of frozen dessert products currently
manufactured or distributed by Dreyer's in the United States
include Grand, Slow Churned(R) Light, Haagen-Dazs(R), Nestle(R)
Drumstick(R), Nestle Crunch(R), Butterfinger(R), Toll House(R),
Carnation(R), Dibs(TM), Push-Up(R), Dole(R), Homemade, Fruit Bars,
Starbucks(R) and The Skinny Cow(R). The company's premium products
are marketed under the Dreyer's brand name throughout the western
states and Texas, and under the Edy's name throughout the remainder
of the United States. Internationally, the Dreyer's brand extends
to select markets in the Far East and the Edy's brand extends to
the Caribbean and South America. For more information on the
company, please visit www.dreyersinc.com. Edy's, the Dreyer's and
Edy's logo design, Slow Churned, Dibs and Homemade are all
trademarks or trade names of Dreyer's Grand Ice Cream, Inc. The
Nestle and Haagen-Dazs trademarks in the U.S. are licensed to
Dreyer's by Nestle. All other trademarks and trade names are owned
by their respective companies and licensed to Dreyer's.
Dreyers Ice Cream (NASDAQ:DRYR)
Graphique Historique de l'Action
De Nov 2024 à Déc 2024
Dreyers Ice Cream (NASDAQ:DRYR)
Graphique Historique de l'Action
De Déc 2023 à Déc 2024