Monterey Gourmet Foods, Inc. (the "Company") (NASDAQ: PSTA), a
manufacturer and marketer of fresh, gourmet, refrigerated food
products, has entered into a definitive merger agreement with
Pulmuone U.S.A., Inc. ("Pulmuone") to be acquired through a cash
tender offer, followed by a merger with and into a subsidiary of
Pulmuone, for a price of $2.70 per share in cash. The tender offer
is scheduled to commence on or about November 9, 2009, and to
expire on the 20th business day from and including the commencement
date unless extended in accordance with the terms of the merger
agreement and applicable law. Pulmuone U.S.A., Inc. is a U.S.
subsidiary of Pulmuone Holdings Co., Ltd. which is a market leader
in the fresh/health foods category in Korea with annual sales of
approximately $1 billion.
The $2.70 per share price represents a premium of approximately
57.8% over the weighted average price of the Company's common
shares for the last 30 trading days. The transaction is valued at
approximately $45.8 million. Pulmuone and the Company anticipate
the transaction can close by the end of the fourth quarter of
2009.
The merger agreement provides for a wholly owned subsidiary of
Pulmuone to acquire the Company in a two-step transaction. The
first step will consist of a cash tender offer for all outstanding
shares of Company common stock at a purchase price of $2.70 per
share in cash. In the second step, the tender offer will be
followed by a merger in which any remaining shares of Company
common stock will be converted into the right to receive the same
cash price per share paid in the tender offer, and the Company will
cease to be a public company.
The Company's Board of Directors has unanimously approved the
merger agreement and the transactions contemplated by the merger
agreement, and has resolved to recommend that the Company's
stockholders tender their shares in connection with the tender
offer. The closing of the tender offer is subject to certain
customary conditions, including the tender of at least a majority
of the Company's outstanding shares. In addition, upon closing of
the tender offer and assuming the minimum condition is satisfied,
Pulmuone has been granted the option to purchase a number of
authorized but unissued shares from the Company that would enable
Pulmuone to hold one share more than 90% of the Company's
outstanding common stock.
The merger agreement contains a "go-shop" provision whereby the
Company's Board of Directors, with the assistance of its financial
advisor, has the right to solicit acquisition proposals from third
parties until November 7, 2009. There can be no assurance that the
solicitation of proposals will result in an alternative
transaction. The Company does not intend to disclose developments
with respect to the solicitation process unless and until its Board
of Directors decides to accept an alternative proposal. Within 5
business days after the end of the go-shop period, Pulmuone will
commence the tender offer referred to above.
William Blair & Company, L.L.C. is serving as financial
advisor to the Company and has delivered a fairness opinion to the
Company's Board of Directors in connection with the proposed
transaction. Husch Blackwell Sanders LLP and Shapiro, Buchman,
Provine, LLP are serving as the Company's legal advisors. Cappello
Capital Corp. is serving as financial advisor to Pulmuone. Skadden,
Arps, Slate, Meagher & Flom LLP is serving as Pulmuone's legal
advisors.
Important Information About the Tender Offer
This announcement and the description contained herein are for
informational purposes only and are not an offer to purchase or a
solicitation of an offer to sell securities of the Company. The
tender offer described herein has not yet been commenced. At the
time the tender offer is commenced, Pulmuone intends to file a
tender offer statement on a Schedule TO containing an offer to
purchase, a letter of transmittal and other related documents with
the Securities and Exchange Commission (the "SEC"). At the time the
tender offer is commenced, the Company intends to file with the SEC
a solicitation/recommendation statement on Schedule 14D-9 and, if
required, will, file a proxy statement or information statement
with the SEC at a later date. Such documents will be mailed to
stockholders of record and will also be made available for
distribution to beneficial owners of common stock of the Company.
The solicitation of offers to buy common stock of the Company will
only be made pursuant to the offer to purchase, the letter of
transmittal and related documents. Stockholders are advised to read
the offer to purchase and the letter of transmittal, the
solicitation/recommendation statement, the proxy statement, the
information statement and all related documents, if and when such
documents are filed and become available, as they will contain
important information about the tender offer and proposed merger.
Stockholders can obtain these documents when they are filed and
become available free of charge from the SEC's website at
www.sec.gov, or from the information agent Pulmuone selects. In
addition, copies of the solicitation/recommendation statement, the
proxy statement and other filings containing information about the
Company, the tender offer and the merger may be obtained, if and
when available, without charge, by directing a request to Monterey
Gourmet Foods, Inc. Attention: Investor Relations at 1528 Moffett
Street, Salinas, California 93905, or on the Company's corporate
website at www.MontereyGourmetFoods.com.
About Monterey Gourmet Foods (NASDAQ: PSTA)
Monterey Gourmet Foods, Inc. manufactures USDA inspected, fresh
gourmet refrigerated food products at its integrated manufacturing
facilities in Salinas (Monterey County), CA; and Kent, WA. The
Company has national distribution of its products, which are sold
under the brands Monterey Pasta Company, CIBO Naturals, Emerald
Valley Kitchen and Sonoma Cheese in more than 11,000 retail and
club stores throughout the United States and selected regions of
Canada, the Caribbean, Latin America, and Asia Pacific. For more
information about the Company, visit
www.MontereyGourmetFoods.com.
About Pulmuone Holdings Co., Ltd. and Pulmuone Wildwood Inc.
Pulmuone Holdings Co., Ltd., headquartered in Seoul, Korea, is a
leading food manufacturing and retail company that has developed
and built the fresh/health food market in Korea with products with
short shelf lives. Its major products include tofu, fresh noodles,
bean sprouts and eggs. With respect to tofu and bean sprouts,
Pulmuone commands leading market shares in Korea. Pulmuone Holdings
Co., Ltd. was established in 1984 and listed on the KOSPI in 1995,
and was named as one of the 30 most respected companies in Korea in
2008 for its contribution to the "right foods movement" and
management for sustainability. In 2004, Pulmuone U.S.A., Inc.,
headquartered in Fullerton, CA, acquired Wildwood Natural Foods,
Inc., a manufacturer of soy foods including tofu, tofu veggie
burgers and soy yogurt and successfully entered the American fresh
foods market. Pulmuone maintains strong manufacturing principles of
using no chemicals, no preservatives and no artificial
additives.
Safe Harbor Statement
Certain statements contained in this press release about our
expectations of future events or results constitute forward-looking
statements for purposes of the safe harbor provisions of The
Private Securities Litigation Reform Act of 1995. You can identify
forward-looking statements by terminology such as, "may," "should,"
"expects, " "plans," "anticipates," "believes," "estimates,"
"predicts," "potential," "continue," or the negative of these terms
or other comparable terminology. Such forward-looking statements
are based on currently available competitive, financial and
economic data and management's views and assumptions regarding
future events. Such forward-looking statements are inherently
uncertain, and investors must recognize that actual results may
differ from those expressed or implied in the forward-looking
statements. In addition, certain factors could affect the outcome
of the matters described in this press release. These factors
include, but are not limited to, (1) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the merger agreement, (2) the outcome of any legal
proceedings that may be instituted against us or others following
the announcement of the merger agreement, (3) the inability to
complete the tender offer or the merger due to the failure to
satisfy other conditions, (4) risks that the proposed transaction
disrupts current plans and operations, and (5) the costs, fees and
expenses related to the transaction. The Company has provided
additional information regarding risks associated with the business
in the Company's Annual Report on Form 10-K for fiscal year 2008 as
well as other filings with the SEC, available for viewing on the
Company's website at www.MontereyGourmetFoods.com and on the SEC's
website at www.sec.gov. You are urged to consider these factors
carefully in evaluating the forward-looking statements herein and
are cautioned not to place undue reliance on such forward-looking
statements, which are qualified in their entirety by this
cautionary statement. These statements are based on information as
of the date of this press release and the Company assumes no
obligation to update any forward-looking statements, whether as a
result of new information, future events, or otherwise.
Company Contact: Monterey Gourmet Foods Eric Eddings Chief
Executive Officer Email Contact (253) 867-0574 Scott Wheeler Chief
Financial Officer Email Contact (253) 867-0575 Investors/Media
Contact: Lippert/Heilshorn & Associates Investors Amy
Gibbons/Jody Burfening Email Contact (212) 838-3777 Media Adam
Handelsman Email Contact (212) 838-3777
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