Hershey Completes Tender Offer for All Outstanding Shares of Amplify Snack Brands, Inc.
31 Janeiro 2018 - 11:30AM
The Hershey Company (NYSE:HSY) (“Hershey”) today announced the
successful completion of the previously announced tender offer by
Alphabet Merger Sub Inc., a subsidiary of Hershey (“Purchaser”),
for all of the outstanding shares of common stock of Amplify Snack
Brands, Inc. (NYSE:BETR) (“Amplify”) at a price of $12.00 per share
in cash.
American Stock Transfer & Trust Co., LLC, the depositary for
the tender offer, has advised Hershey that, as of 12:00 midnight,
New York City time, at the end of January 30, 2018, the expiration
of the tender offer, approximately 71,970,009 shares of common
stock of Amplify, representing approximately 95.1391% of Amplify’s
currently outstanding shares of common stock, were validly tendered
and not withdrawn in the tender offer (including shares tendered
pursuant to guaranteed delivery procedures). As a result, the
condition to the tender offer that a majority of Amplify’s
outstanding shares of common stock on a fully diluted basis be
validly tendered and not withdrawn has been satisfied. Purchaser
has accepted for payment all shares of common stock of Amplify
validly tendered and not withdrawn and will promptly pay for such
shares.
Hershey expects to complete the merger of Purchaser into Amplify
under Section 251(h) of the General Corporation Law of the State of
Delaware today. As a result of the merger, all remaining Amplify
shares of common stock issued and outstanding immediately prior to
the effective time of the merger (other than any (i) shares held in
the treasury of Amplify, (ii) shares owned by Hershey or Purchaser,
or their subsidiaries, (iii) shares irrevocably accepted for
purchase in the tender offer and (iv) shares held by Amplify
stockholders who properly demanded and perfected appraisal rights
under Delaware law) will be converted into the right to receive an
amount in cash equal to $12.00 per share, net to the seller in
cash, without any interest, but subject to and reduced by any
required withholding of taxes (i.e., the same price that was paid
in the tender offer). As a result of the merger, Amplify will
become a wholly owned subsidiary of Hershey, and Amplify common
stock will cease to be traded on The New York Stock Exchange.
Safe Harbor Statement
This release contains forward-looking
statements. Many of these forward-looking statements can be
identified by the use of words such as “intend,” “believe,”
“expect,” “anticipate,” “should,” “planned,” “projected,”
“estimated,” and “potential,” among others. These statements are
made based upon current expectations that are subject to risk and
uncertainty. Because actual results may differ materially from
those contained in the forward-looking statements, you should not
place undue reliance on the forward-looking statements when
deciding whether to buy, sell or hold Hershey’s securities. Factors
that could cause results to differ materially include, but are not
limited to: the ability of Hershey to realize the benefits of the
transaction; issues or concerns related to the quality and safety
of products, ingredients or packaging; changes in raw material and
other costs, along with the availability of adequate supplies of
raw materials; selling price increases, including volume declines
associated with pricing elasticity; market demand for new and
existing products; increased marketplace competition; disruption to
manufacturing operations or supply chain; failure to successfully
execute and integrate acquisitions, divestitures and joint
ventures; changes in governmental laws and regulations, including
taxes; political, economic, and/or financial market conditions;
risks and uncertainties related to international operations;
disruptions, failures or security breaches of information
technology infrastructure; the ability to hire, engage and retain a
talented global workforce; the ability to realize expected cost
savings and operating efficiencies associated with strategic
initiatives or restructuring programs; complications with the
design or implementation of Hershey’s new enterprise resource
planning system; and such other matters as discussed in Hershey’s
Annual Report on Form 10-K for the year ended December 31, 2016 and
Hershey’s Quarterly Report on Form 10-Q for the quarter ended July
2, 2017. All information in this press release is as of January 31,
2018. Hershey does not undertake any duty to update any
forward-looking statement to conform the statement to actual
results or changes in expectations.
FINANCIAL CONTACT: |
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MEDIA CONTACT: |
Mark Pogharian |
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Leigh Horner |
717-534-7556 |
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717-508-1247 |
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