WESTLAKE VILLAGE, Calif. — David H. Murdock, Dole’s chairman and CEO, has entered into a definitive merger agreement with Dole Food Company to acquire for cash all outstanding shares of Dole common stock not currently held by him and his affiliates.
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 Murdock delivered to Dole on June 10, 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 Murdock abstaining, acting on the unanimous recommendation of a special committee of independent and disinterested directors, unanimously approved the merger agreement pursuant to which 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 Murdock and his affiliates. The special committee was formed after Murdock delivered the original proposal to Dole.
The transaction will be financed through a combination of cash and equity contributed by 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 adviser to the special committee. Murdock was advised by Deutsche Bank Securities Inc. in connection with the transaction.
Dole Food Company, with 2012 revenues from continuing operations of $4.2 billion, is one of the world’s largest producers and marketers fresh fruit and vegetables.