Green Mountain Coffee Roasters, Inc. (NASDAQ: GMCR) (“GMCR”) and
Diedrich Coffee, Inc. (Nasdaq: DDRX) (“Diedrich Coffee”) today
announced that they have each received a request for additional
information (“Second Requests”) from the U.S. Federal Trade
Commission (“FTC”) with respect to the previously announced $35.00
per share cash tender offer by Pebbles Acquisition Sub, Inc. (the
“Purchaser”), a wholly owned subsidiary of GMCR, to purchase all of
the outstanding shares of common stock of Diedrich Coffee.
As a result of the Second Requests, the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”)
during which the FTC is permitted to review the proposed
transaction has been extended until 11:59 p.m., Eastern Time,
on the 10th day after the companies’ substantial compliance with
the Second Requests, or until 11:59 p.m., Eastern Time, on the
next business day following that date, if the 10th day falls on a
weekend or Federal holiday.
GMCR and Diedrich Coffee expect to promptly respond to their
respective Second Requests, and to continue to work cooperatively
with the FTC as it conducts its review of the proposed transaction.
The transaction is expected to be completed in early 2010.
As previously announced, the tender offer is scheduled to expire
at midnight, New York City time, on Friday, February 5, 2010. The
Purchaser will extend the tender offer’s expiration time as
necessary to occur concurrently with the HSR waiting period’s
expiration time.
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 legal advisor.
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. GMCR encourages investors to consult this
section of its web site regularly for important information and
news. Additionally, by subscribing to GMCR’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
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 Coffee common stock referenced in
this press release has been made pursuant to a Tender Offer
Statement on Schedule TO, containing an offer to purchase, a
form of letter of transmittal and other documents relating to the
tender offer (the “Tender Offer
Statement”), which GMCR and Pebbles Acquisition Sub, Inc., a
wholly owned subsidiary of GMCR, filed with the SEC and first
mailed to Diedrich Coffee stockholders on December 11, 2009.
Security holders of Diedrich Coffee are advised to read the Tender
Offer Statement, because it contains important information about
the tender offer. Investors and security holders of Diedrich Coffee
also are advised that they may obtain free copies of the Tender
Offer Statement and other documents filed by GMCR with the SEC 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
from GMCR by written request to: Green Mountain Coffee Roasters,
Inc., Attention: General Counsel, 33 Coffee Lane, Waterbury,
Vermont 05676.
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