Green Mountain Coffee Roasters, Inc. (NASDAQ: GMCR) (“GMCR”)
today announced that it is commencing a cash tender offer to
purchase all outstanding shares of common stock of Diedrich Coffee,
Inc. (NASDAQ: DDRX) (“Diedrich Coffee”) for $35.00 per share in
cash, with no financing and no due diligence contingencies, in a
transaction with a total value of approximately $290 million.
The tender offer is being made pursuant to a previously
announced definitive merger agreement, dated as of December 7,
2009, by and among GMCR, Pebbles Acquisition Sub, Inc., a wholly
owned subsidiary of GMCR, and Diedrich Coffee. The Board of
Directors of Diedrich Coffee has recommended that Diedrich Coffee
shareholders tender their shares into the GMCR offer.
GMCR’s tender offer will expire at midnight, New York City time
on Monday, January 11, 2010, unless the tender offer is extended.
The tender offer is subject to customary closing conditions,
including, among other things, regulatory approvals.
GMCR intends to fully finance this transaction through cash on
hand and GMCR’s existing bank lines of credit. GMCR anticipates
that this transaction will be neutral to slightly accretive within
the first twelve months following the close, excluding one-time
transaction expenses, and accretive thereafter. The transaction is
expected to be completed in early 2010.
BofA Merrill Lynch is serving as financial advisor to GMCR on
this transaction and Ropes & Gray LLP is serving as its legal
advisor. Houlihan, Lokey, Howard & Zukin Capital, Inc. is
serving as financial advisor to Diedrich Coffee and Gibson, Dunn
& Crutcher LLP is serving as its legal advisor.
GMCR today is filing with the Securities and Exchange Commission
(“SEC”) a tender offer statement on Schedule TO setting forth in
detail the full terms and conditions of the tender offer. Diedrich
Coffee today is filing with the SEC a solicitation/recommendation
statement on Schedule 14D-9 setting forth in detail, among other
things, the recommendation of Diedrich Coffee’s Board of Directors
that Diedrich Coffee shareholders accept the GMCR tender offer and
tender their shares pursuant to the tender offer. Additionally, the
Board of Diedrich Coffee is advising shareholders not to tender
their shares into the exchange offer of Peet’s Coffee & Tea,
Inc. (“Peet’s”) (NASDAQ: PEET), whose offer consideration consists
of $26.00 per share in cash and stock, and to withdraw any shares
already tendered into the Peet’s offer. Questions and requests for
assistance may be directed to the Information Agent for the offer,
Okapi Partners LLC, toll-free at (877) 274-8654.
About Green Mountain Coffee Roasters, Inc. (NASDAQ:
GMCR)
As a leader in the specialty coffee industry, Green Mountain
Coffee Roasters, Inc. is recognized for its award-winning coffees,
innovative brewing technology, and socially responsible business
practices. GMCR’s operations are managed through two business
units. The Specialty Coffee business unit produces coffee, tea and
hot cocoa from its family of brands, including Tully’s Coffee®,
Green Mountain Coffee®, Newman’s Own® Organics coffee and Timothy’s
World Coffee®. The Keurig business unit is a pioneer and leading
manufacturer of gourmet single-cup brewing systems. K-Cup® portion
packs for Keurig® Single-Cup Brewers are produced by a variety of
licensed roasters, including Green Mountain Coffee, Tully’s Coffee
and Timothy’s. GMCR supports local and global communities by
offsetting 100% of its direct greenhouse gas emissions, investing
in Fair Trade Certified™ coffee, and donating at least five percent
of its pre-tax profits to social and environmental projects. Visit
www.gmcr.com for more information.
GMCR routinely posts information that may be of importance to
investors in the Investor Relations section of its web site,
including news releases and its complete financial statements, as
filed with the SEC. The Company encourages investors to consult
this section of its web site regularly for important information
and news. Additionally, by subscribing to the Company’s automatic
email news release delivery, individuals can receive news directly
from GMCR as it is released.
About Diedrich Coffee, Inc. (NASDAQ: DDRX)
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 www.diedrich.com,
www.coffeepeople.com or www.coffeeteastore.com.
Forward-looking statements
Certain statements contained herein, including GMCR’s intention
to complete the proposed acquisition, are not based on historical
fact and are “forward-looking statements” within the meaning of the
applicable securities laws and regulations. The “safe harbor” set
forth in Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended,
does not apply to forward-looking statements made in connection
with a tender offer. Generally, these statements can be identified
by the use of words such as “anticipate,” “believe,”, “could,”
“estimate,” “expect,” “feel,” “forecast,” “intend,” “may,” “plan,”
“potential,” “project,” “should,” “would,” and similar expressions
intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. Owing
to the uncertainties inherent in forward-looking statements, actual
events or results could differ materially from those stated herein.
Factors that could cause actual results to differ materially from
those in the forward-looking statements include, but are not
limited to, the impact on sales and profitability of consumer
sentiment in this difficult economic environment, GMCR’s success in
efficiently expanding operations and capacity to meet growth,
GMCR’s success in efficiently and effectively integrating Tully’s
and Timothy’s wholesale operations and capacity into its Specialty
Coffee business unit, GMCR’s success in introducing new product
offerings, the ability of lenders to honor their commitments under
GMCR’s credit facility, competition and other business conditions
in the coffee industry and food industry in general, fluctuations
in availability and cost of high-quality green coffee, any other
increases in costs including fuel, Keurig’s ability to continue to
grow and build profits with its roaster partners in the At Home and
Away from Home businesses, the impact of the loss of major
customers for GMCR or reduction in the volume of purchases by major
customers, delays in the timing of adding new locations with
existing customers, GMCR’s level of success in continuing to
attract new customers, sales mix variances, weather and special or
unusual events, as well as other risks described more fully in
GMCR’s filings with the U.S. Securities and Exchange Commission
(the “SEC”). Forward-looking statements reflect management’s
expectations as of the date of this press release, and are subject
to certain risks and uncertainties. GMCR does not undertake to
revise these statements to reflect subsequent developments, other
than in its regular, quarterly earnings releases.
Additional Information
The tender offer to purchase shares of Diedrich common stock
referenced in this press release has not yet commenced, and this
press release is neither an offer to purchase, nor a solicitation
of an offer to sell, any securities. The tender offer to purchase
shares of Diedrich common stock will be made only pursuant to a
Tender Offer Statement on Schedule TO containing an offer to
purchase, forms of letters of transmittal and other documents
relating to the tender offer (the “Tender Offer Statement”), which
GMCR will file with the SEC and mail to Diedrich stockholders.
Security holders of Diedrich are advised to read the Tender Offer
Statement when it becomes available, because it will contain
important information about the tender offer. Investors and
security holders of Diedrich also are advised that they may obtain
free copies of the Tender Offer Statement and other documents filed
by GMCR with the SEC (when these documents become available) on the
SEC’s website at http://www.sec.gov. In addition, free copies of
the Tender Offer Statement and related materials may be obtained
(when these documents become available) from GMCR by written
request to: Green Mountain Coffee Roasters, Inc., Attention:
General Counsel, 33 Coffee Lane, Waterbury, Vermont 05676.
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