Dole Food Company and David H. Murdock, chairman and CEO for Dole, announced that they have signed a definitive merger agreement pursuant to which Mr. Murdock, acting through his affiliates, will acquire for cash all of the outstanding shares of Dole common stock not currently beneficially held by him.
Under the terms of the merger agreement, Dole stockholders will receive $13.50 in cash for each share of Dole common stock that they hold, in a transaction which (with the assumption of debt) places the total enterprise value of Dole at approximately $1.6 billion. This price represents an increase of $1.50 per share from the original proposal Mr. Murdock delivered to Dole on June 10, 2013, and a premium of 32% over the $10.20 per share price of the stock immediately prior to such proposal.
The Board of Directors of Dole, with Mr. Murdock abstaining, acting on the unanimous recommendation of a special committee of independent and disinterested directors, unanimously approved the merger agreement pursuant to which Mr. Murdock will take the company private.
The transaction is subject to a number of conditions, including approval by at least a majority of the outstanding shares of common stock held by stockholders of Dole other than Mr. Murdock and his affiliates. The special committee was formed after Mr. Murdock delivered the original proposal to Dole.
The transaction will be financed through a combination of cash and equity contributed by Mr. Murdock, as well as financing that has been committed by Deutsche Bank, Bank of America and The Bank of Nova Scotia. The transaction is subject to other customary conditions, including receipt of required regulatory approvals, in addition to the stockholder approval mentioned above. The merger agreement provides for a “go-shop” period of 30 days, during which the special committee, with the assistance of Lazard, will actively solicit, receive, evaluate and potentially enter into negotiations with parties that offer alternative proposals.
The transaction is expected to close during the fourth quarter of 2013. Lazard acted as financial advisor to the special committee. Mr. Murdock was advised by Deutsche Bank Securities in connection with the transaction.