Penford Completes Acquisition of Carolina Starches
13 January 2012 - 2:01AM
Business Wire
Penford Corporation (NASDAQ: PENX) announced that on January 11,
2012, it completed the acquisition of the businesses operated by
Carolina Starches, LLC and a related entity, Keystone Starches,
LLC. These businesses are generally known as Carolina Starches.
Carolina Starches produces and sells modified starches and
starch blends domestically and in several export markets,
generating approximately $25 million in annual revenue.
“The addition of Carolina Starches offers strategic and
operational benefits to both our specialty industrial products and
food ingredients businesses,” said Tom Malkoski, CEO of Penford
Corporation. “This acquisition should result in enhanced customer
service and technical support, as well as broaden our portfolio of
modified starches, and lead to improvements in our supply chain
functions.”
Also on January 11, 2012, Penford entered into stock option
agreements with R. Bentley Cheatham, Dwight L. Carlson and Steven
P. Brower, the former owners of Carolina Starches. Pursuant to
these agreements, Penford granted each such individual options to
purchase up to 27,500 shares of the Company’s common stock, $1.00
par value per share, at an exercise price equal to the closing
price as of the close of business on January 11, 2012. Each grant
was approved by a majority of the Company’s independent directors,
and was granted as an inducement material to each recipient’s
entering into employment with a subsidiary of the Company in
accordance with Nasdaq Listing Rule 5635(c)(4). Pursuant to the
terms of the stock option agreements, the options have a term of
seven years and will vest over a two year period, with one-half of
the options vesting on the first anniversary of the grant date and
the remainder becoming vested on the second anniversary of the
grant date, provided that the recipient has not been terminated by
the Company for cause or resigned by such date. The vesting of
these options will accelerate and the award will become exercisable
in full immediately prior to a change of control.
About Penford Corporation
Penford Corporation develops, manufactures and markets specialty
ingredients for a variety of industrial and food applications.
Penford has seven manufacturing and/or research locations in the
United States.
The statements contained in this release that are not historical
facts are forward-looking statements that represent management’s
beliefs and assumptions based on currently available information.
Forward-looking statements can be identified by the use of words
such as “believes,” “may,” “will,” “looks,” “should,” “could,”
“anticipates,” “expects,” or comparable terminology or by
discussions of strategies or trends. Although the Company believes
that the expectations reflected in such forward-looking statements
are reasonable, it cannot give any assurances that these
expectations will prove to be correct. Such statements by their
nature involve substantial risks and uncertainties that could
significantly affect expected results. Actual future results could
differ materially from those described in such forward-looking
statements, and the Company does not intend to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. Among the factors that could cause
actual results to differ materially are the risks and uncertainties
discussed in this release and those described from time to time in
other filings with the Securities and Exchange Commission which
include, but are not limited to: competition; the possibility of
interruption of business activities due to equipment problems,
accidents, strikes, weather or other factors; product development
risk; changes in corn and other raw material prices and
availability; the Company’s inability to comply with the terms of
instruments governing the Company’s debt or preferred stock;
changes in general economic conditions or developments with respect
to specific industries or customers affecting demand for the
Company’s products, including unfavorable shifts in product mix;
unanticipated costs, expenses or third party claims; interest rate,
chemical and energy cost volatility; changes in returns on pension
plan assets and/or assumptions used for determining employee
benefit expense and obligations; unforeseen developments in the
industries in which Penford operates; and other factors described
in the “Risk Factors” section in reports filed by the Company with
the Securities and Exchange Commission.
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