Lifecore Biomedical Announces End of ''Go-Shop'' Period with No Parties Designated as Excluded Parties
14 Febbraio 2008 - 1:00PM
Business Wire
The board of directors of LIFECORE BIOMEDICAL, INC. (NASDAQ:LCBM)
announced today that the �go-shop� process conducted on the
Company�s behalf by Piper Jaffray & Co., the independent
financial advisor to Lifecore�s board of directors, has ended.
During the �go-shop� process, Piper Jaffray & Co. held a
variety of discussions with more than 50 potential transaction
partners and no proposal was received that constitutes, or is
reasonably likely to result in, a proposal superior to that
contemplated by the Agreement and Plan of Merger (the �Merger
Agreement�), announced January 15, 2008, among Lifecore, SBT
Acquisition Inc. and SBT Holdings Inc., both affiliates of Warburg
Pincus LLC. As a result, no parties are designated as excluded
parties pursuant to the terms of the Merger Agreement. Under the
terms of the Merger Agreement, Lifecore was permitted to initiate,
solicit and encourage alternative proposals for a 30-day period
following the date of the Merger Agreement. With the expiration of
the �go-shop� period and in the absence of excluded parties,
Lifecore is continuing to work with the Purchaser and the Parent to
complete the tender offer and merger in a timely manner, subject to
satisfaction of the conditions set forth in the Merger Agreement,
including that the holders of at least a majority of Lifecore�s
common stock tender their shares in the tender offer, the required
regulatory approvals are received and the satisfaction of certain
other customary conditions to the completion of the tender offer.
Important Notice This news release is for informational purposes
only and is not an offer to buy or the solicitation of an offer to
sell any of Lifecore�s common shares. The tender offer described
herein has not yet been commenced. On the commencement date of the
tender offer, an offer to purchase, a letter of transmittal and
related documents will be filed with the Securities and Exchange
Commission (the �SEC�), will be mailed to shareholders of record
and will also be made available for distribution to beneficial
owners of common shares. The solicitation of offers to buy Lifecore
common shares will only be made pursuant to the offer to purchase,
the letter of transmittal and related documents. When they are
available, shareholders should read those materials carefully
because they will contain important information, including the
various terms of, and conditions to, the tender offer. When they
are available, shareholders will be able to obtain the offer to
purchase, the letter of transmittal and related documents without
charge from the SEC�s Internet site at www.sec.gov or from the
information agent that we select. Shareholders are urged to read
carefully those materials when they become available prior to
making any decisions with respect to the tender offer. Lifecore
will file a solicitation/recommendation statement with the SEC in
connection with the tender offer, and, if required, will file a
proxy statement or information statement with the SEC in connection
with the second-step merger. Shareholders are strongly advised to
read these documents if and when they become available because they
will contain important information about the tender offer and the
proposed merger. Shareholders would be able to obtain a free copy
of the solicitation/recommendation statement and the proxy
statement or information statement as well as other filings
containing information about Lifecore, the tender offer and the
merger, if and when available, without charge, at the SEC�s
Internet site at www.sec.gov. In addition, copies of the
solicitation/recommendation statement, the proxy statement or
information statement and other filings containing information
about Lifecore, the tender offer and the merger may be obtained, if
and when available, without charge, by directing a request to
Lifecore, Attention: Dennis J. Allingham, President and Chief
Executive Officer, 3515 Lyman Boulevard Chaska, Minnesota 55318, by
phone at 952.368.4300, or on Lifecore�s Internet site at
www.lifecore.com. This news release contains, among other things,
certain statements of a forward-looking nature. Such statements
include all statements other than those made solely with respect to
historical fact. Numerous risks, uncertainties and other factors
may cause actual results to differ materially from those expressed
in any forward-looking statement. These factors include, but are
not limited to: (1) the occurrence of any event, change or other
circumstance that could give rise to the termination of the
definitive agreement; (2) the outcome of any legal proceedings that
may be instituted against Lifecore and others following the
announcement of the transaction; (3) the inability to complete the
transaction due to the failure to satisfy the conditions thereto;
(4) the proposed transaction may disrupt current plans and
operations and the potential difficulties in employee retention as
a result of the announcement of the transaction; and (5) other
factors described in Lifecore�s filings with the SEC, including its
reports on Forms 10-K, 10-Q, and 8-K. Many of the factors that will
determine the outcome of the subject matter of this communication
are beyond Lifecore�s ability to control or predict. Lifecore
undertakes no obligation to revise or update any forward-looking
statements, or to make any other forward-looking statements,
whether as a result of new information, future results or
otherwise.
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