Diedrich Coffee Enters Into Agreement With Green Mountain Coffee Roasters to Acquire Diedrich Coffee for $35.00 Cash Per Share
08 Décembre 2009 - 6:55AM
PR Newswire (US)
Peet's Coffee & Tea Merger Agreement Terminated IRVINE, Calif.,
Dec. 8 /PRNewswire-FirstCall/ -- Diedrich Coffee, Inc.
(NASDAQ:DDRX) today announced that it has entered into a merger
agreement with Green Mountain Coffee Roasters, Inc. (NASDAQ:GMCR)
pursuant to which GMCR will acquire all of the outstanding shares
of common stock of Diedrich Coffee for $35.00 in cash per share.
The Board of Directors of Diedrich Coffee had previously determined
and announced that the GMCR $35 per share, all-cash offer was
superior to the terms of the merger agreement with Peet's Coffee
& Tea, Inc. (NASDAQ:PEET) and the exchange offer contemplated
thereby, as amended by the revised proposal received from Peet's on
November 30, 2009 (which revised proposal subsequently expired on
December 1, 2009). Peet's had until 5:00 p.m. Pacific Time on
Monday, December 7, 2009 to negotiate with Diedrich Coffee to amend
the Peet's merger agreement and the exchange offer contemplated
thereby in a manner that the Board of Directors of Diedrich Coffee
determined to be at least as favorable to Diedrich Coffee's
stockholders as the transaction with GMCR. Peet's failed to submit
a new proposal to Diedrich Coffee by such deadline. Accordingly,
Diedrich Coffee terminated the Peet's merger agreement, has paid to
Peet's the $8,517,000 termination fee required thereby and entered
into the merger agreement with GMCR. The termination fee was paid
to Peet's on behalf of Diedrich Coffee by GMCR. As part of the
Peet's merger agreement, Diedrich Coffee's Chairman Paul Heeschen
and other directors and executive officers of Diedrich Coffee had
contractually committed to tender certain shares they controlled
into Peet's exchange offer. These commitments, representing in
excess of 32% of the total outstanding common stock of Diedrich
Coffee, automatically terminated upon termination of the Peet's
merger agreement. Mr. Heeschen and the other directors and
executive officers of Diedrich Coffee have now agreed to tender
those same shares into GMCR's tender offer. Notwithstanding the
termination of the Peet's merger agreement and the director and
officer stockholder agreements, Peet's has announced its intention
to continue its exchange offer to acquire all of the outstanding
shares of Diedrich Coffee for a combination of cash and a fraction
of a share of Peet's common stock representing total consideration
of $26.00 per share (or less under certain circumstances described
in Peet's exchange offer). In light of the determination of the
Board of Directors of Diedrich Coffee that the $35.00 per share,
all-cash GMCR transaction is superior to Peet's exchange offer, the
Board of Directors of Diedrich Coffee recommends that stockholders
do not tender their shares in Peet's exchange offer. Instead, the
Board of Directors recommends that stockholders tender their shares
in the tender offer that will be commenced by GMCR. In addition to
the superior consideration, the 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
now-terminated 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 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. 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 the few 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 GMCR's tender offer for the
outstanding common stock of Diedrich Coffee referred to in this
press release has not yet commenced. This announcement is neither
an offer to purchase nor a solicitation of an offer to sell shares
of Diedrich Coffee. Stockholders of Diedrich Coffee are urged to
read the relevant tender offer documents when they become available
because they will contain important information that stockholders
should consider before making any decision regarding tendering
their shares. At the time the offer is commenced, GMCR and its
acquisition subsidiary will file tender offer materials with the
SEC, and Diedrich Coffee will file a Solicitation/Recommendation
Statement with respect to the tender offer. The tender offer
materials (including an Offer to Purchase, a related Letter of
Transmittal and certain other offer documents) and the
Solicitation/Recommendation Statement will contain important
information, which should be read carefully before any decision is
made with respect to the tender offer. The Offer to Purchase, the
related Letter of Transmittal and certain other offer documents, as
well as the Solicitation/Recommendation Statement, will be made
available to all stockholders of Diedrich Coffee at no expense to
them. The tender offer materials and the
Solicitation/Recommendation Statement will be made available free
of charge at the SEC's website at http://www.sec.gov/. In addition,
stockholders will be 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 GMCR 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 GMCR 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
GMCR'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:
Diedrich Coffee Investor Relations, Scott Liolios or Cody Slach,
both of Liolios Group, Inc., +1-949-574-3860, Web Site:
http://www.diedrich.com/
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