ML Macadamia Orchards, L.P. Signs Agreement to Acquire Mac Farms
25 Maggio 2007 - 11:02PM
Business Wire
ML Macadamia Orchards, L.P. (MLMO)(NYSE:NUT), Mac Farms of Hawaii,
LLC (Mac Farms) and Kapua Orchard Estates, LLC (Kapua) have signed
a definitive acquisition agreement providing that MLMO would
acquire substantially all of the operating assets of Mac Farms. In
addition, MLMO would lease a 14.955-acre processing plant from Mac
Farms and the 3,998-acre macadamia orchard owned by Kapua. Mac
Farms owns the second largest macadamia nut processing facility in
Hawaii and markets macadamia nuts both commercially and at retail
under the brand names Mac Farms� and Kona Select�. �This
transaction is an ideal strategic move for our company as it will
allow us to vertically integrate our traditional farming operations
with effective and experienced processing and marketing
operations,� said Dennis J. Simonis, President and CEO of MLMO.
�Our goal is to be the number one processor and marketer of premium
Hawaii macadamia products, both locally and globally.� MLMO has
agreed to acquire all of Mac Farms� nut processing and farming
equipment, along with its brands, trademarks and other intangibles
in exchange for 650,000 newly issued Class A Partnership units.
Additionally, it has agreed to acquire the inventories and certain
other current assets of Mac Farms and will assume most current
liabilities at their net book value for cash. The net value is
estimated at $8,500,000. A 20-year lease has been negotiated for
the real estate and processing plant used in the nut processing
operation and a five-year lease has been negotiated with Kapua for
its orchard. The proposed transaction requires clearance from the
Securities and Exchange Commission (SEC) and the approval of a
majority of the unit holders of ML Macadamia Orchards. A proxy
statement will be mailed to all unit holders in early August 2007
and the transaction is expected to close in October 2007. MLMO is
filing a Form 8-K with the SEC and will include the acquisition
agreement and the related lease documents in its filing. �The
greatest beneficiaries of this agreement should be our unit holders
and the Hawaii macadamia industry,� Simonis noted. �The synergies
we expect from the combination of these assets and expertise should
provide new growth opportunities and enhanced value to our unit
holders and help restore Hawaii�s position as a global leader in
the macadamia industry.� ML Macadamia Orchards, L.P. is the world�s
largest grower of macadamia nuts, owning or leasing 4,189 acres of
orchards. All of its orchards, assets and employees are based on
the island of Hawaii where macadamia yields are the highest in the
world. Important Additional Information Will be filed with the SEC
In connection with the proposed transactions, MLMO will file a
proxy statement with the SEC. UNIT HOLDERS OF MLMO ARE STRONGLY
ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE,
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TRANSACTIONS AND THE PARTIES THERETO. Unit holders may obtain a
free copy of the proxy statement (when available) and other
documents filed by MLMO at the SEC's Web site at
http://www.sec.gov. The proxy statement and such other documents
may also be obtained for free by directing such request to MLMO
Investor Relations, telephone: (808) 969-8057 or on investor
relations page of MLMO's website at www.mlmacadamia.com. Safe
Harbor Statement � This press release contains forward-looking
statements regarding certain events and future performance of the
Partnership that involve risks and uncertainties that could cause
actual results to differ materially from those expressed or implied
by such statements. The Partnership files documents with the
Securities and Exchange Commission, such as Form 10-K, Form 10Q and
Form 8-K reports, which contain a description of these and other
risks and uncertainties that could cause actual results to differ
from current expectations and the forward-looking statements
contained in this press release.
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