Ruddick Corporation Agrees to Sell Its Subsidiary, American & Efird, Inc. to KPS Capital Partners, LP
27 Outubro 2011 - 11:00PM
Business Wire
Ruddick Corporation (NYSE: RDK) (the “Company”) announced today
that it entered into a definitive agreement with two newly formed
affiliates of KPS Capital Partners, LP (“KPS”) to sell all of its
ownership interest in its wholly-owned subsidiary, American &
Efird, Inc. (“A&E”) for $180 million in cash consideration (the
“Purchase Price”), subject to adjustments as described below.
The Purchase Price is subject to adjustments for working capital
and certain liabilities including under funded pension liability
and foreign debt. The amount of the adjustment will be dependent on
various factors including the timing of the closing of the
transaction. Closing of the transaction is expected to occur in the
Company’s first quarter of fiscal 2012, which ends January 1, 2012,
and is subject to closing conditions. As a result of the
transaction, the Company expects to record pre-tax non-cash
impairment losses and other related expenses totaling between $42
and $48 million in the fourth quarter of fiscal 2011, which ended
October 2, 2011. The after-tax impact to our fourth quarter results
is expected to range between $33 million, or $0.68 per diluted
share and $37 million, or $0.75 per diluted share. Additional
expenses, primarily related to the settlement of the pension
liability and other employee benefit plans will be determined at
closing and are expected to be recorded in the first quarter of
fiscal 2012. The amount of these losses will include adjustments
for the recognition of a pro-rata share of the pension plan’s
accumulated unrecognized net actuarial losses currently included in
Accumulated Other Comprehensive Income and the impact from
allocating existing plan assets under pension regulations. These
non-cash charges are currently estimated to be approximately $66
million before tax and $40 million after tax, or $0.81 per diluted
share. Additionally, adjustments for changes in the plan’s funded
status from the Company’s fiscal year end until closing will be
made and cannot presently be estimated.
Thomas W. Dickson, Chairman of the Board, President and Chief
Executive Officer of the Company commented that, “We are pleased to
have reached an agreement with KPS regarding their acquisition of
A&E. This transaction allows the management team and their
associates at A&E to continue to pursue their strategic plan of
transforming A&E into a more Asian-centric enterprise, which
has been years in the making.
As A&E’s business has grown substantially in Asia it has
become less of a domestic company and more of a complex
international manufacturing company and its strategic fit with
Harris Teeter has become less evident to our shareholders.
This transaction enhances the strategic plan for Ruddick and
Harris Teeter as the cash proceeds from the sale can be utilized
for numerous purposes, including the acceleration of new store
growth and the repayment of debt.
We are pleased that KPS has recognized the talent, experience
and value of the A&E management team and their associates
around the world and wish them much success in the coming
years.”
Wells Fargo Securities acted as exclusive financial advisor to
the Company and McGuireWoods LLP served as legal counsel to the
Company.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains certain statements that constitute
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements can be
identified by the fact that they do not relate strictly to
historical or current facts and often use words such as “may,”
“plan,” “contemplate,” “anticipate,” “believe,” “intend,” “expect,”
“estimate,” and similar expressions. Forward-looking statements
include, among other things, assumptions regarding the closing of
the transaction and estimates regarding the estimated expenses and
impairment losses.
These forward-looking statements express management’s current
expectations or forecasts of future events and, by their nature,
are subject to risks and uncertainties and there are a number of
factors that could cause actual results to differ materially from
those in such statements. Factors that may cause actual results to
differ materially from such forward-looking statements include, but
are not limited to, circumstances associated with the sale
including a delay in closing, the failure to satisfy the closing
conditions such as the continued employment of certain individuals,
the performance of the parties under certain covenants contained in
the Agreement, or obtaining an approval that may be required for
the proposed sale or obtaining an approval subject to conditions
that are not anticipated, and the potential for unanticipated
charges not currently expected that may occur prior to the time of
closing or that charges may change based on factors existing at the
time of closing. These forward-looking statements are not
guarantees of future results or performance and involve certain
risks and uncertainties that are based on management’s beliefs and
assumptions and on the information available to the Company at the
time that this report was prepared. Actual outcomes and results may
differ materially from those expressed in, or implied by, any of
these forward-looking statements. The Company does not assume any
duty to update these statements as of any future date or revise any
forward-looking statements.
Ruddick Corporation is a holding company with two primary
operating subsidiaries: Harris Teeter, Inc., a leading regional
supermarket chain with operations in eight states primarily in the
southeastern and mid-Atlantic United States, and the District of
Columbia; and American & Efird, Inc., one of the world’s
largest global manufacturers and distributors of industrial sewing
thread, embroidery thread and technical textiles.
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