This excerpt taken from the GMCR 8-K filed Nov 23, 2009.
PROPOSAL TO ACQUIRE DIEDRICH COFFEE
Waterbury, VT November 23, 2009 Green Mountain Coffee Roasters, Inc. (NASDAQ: GMCR) (GMCR) today confirmed that it has submitted a proposal to acquire Diedrich Coffee, Inc. (NASDAQ: DDRX) (Diedrich) for $30.00 per share in cash pursuant to a cash tender offer, in a transaction with a total enterprise value of approximately $247 million. Separately, today Diedrich announced that the Board of Directors of Diedrich had determined that the GMCR offer constituted a superior proposal, as defined in the existing merger agreement between Diedrich and Peets Coffee & Tea, Inc. (NASDAQ: PEET) (Peets), to the November 2, 2009 Peets proposal. Diedrich also announced today that it has received a revised offer from Peets.
Under the terms of GMCRs proposal, GMCR will acquire all of the outstanding shares of Diedrich common stock for $30.00 per share in cash, with no financing and no due diligence contingencies. GMCR intends to fully finance this transaction through cash on hand and GMCRs existing bank lines of credit. This offer represents a 47% premium to the closing market price of Diedrich common stock on November 2, 2009, the last trading day prior to the public announcement of a proposed merger agreement between Diedrich and Peets, and a 15% premium over the original cash and stock proposal from Peets. GMCR anticipates that this transaction will be neutral to slightly accretive within the first twelve months following the close, excluding one-time transaction expenses, and accretive thereafter.
Lawrence J. Blanford, President and Chief Executive Officer of GMCR, said, We are pleased that Diedrichs Board of Directors determined that our all-cash offer constituted a superior proposal to Peets November 2, 2009 proposal. We believe our offer provides Diedrich shareholders with a substantial all-cash premium as well as greater value and greater certainty than the cash and stock proposal from Peets. We remain committed to this strategic combination.
Blanford continued, We believe the combination with Diedrich provides significant growth opportunities and further advances GMCRs objective of becoming a leader in the highly fragmented and competitive coffee and coffee maker businesses. This transaction will build upon the success of GMCRs family of brands across North America by enhancing our brand differentiation with an expanded portfolio of fast-growing consumer offerings, and by taking advantage of manufacturing, distribution and duplication of public company cost synergies.
Diedrich's has three coffee brand platforms which will be complementary to GMCR's brands: Diedrich, Gloria Jeans, and Coffee People. The Diedrich brand offers strong Southern Californian coffeehouse heritage and will work well alongside GMCRs successful Tullys brand in the Pacific Northwest. Gloria Jeans is a premium coffee brand, widely known for its expertise in flavored coffees and indulgent beverages, and is highly visible in malls where Keurig brewers are sold. This is expected to broaden our flavored coffee and dairy-based beverage offerings. The Coffee People brand includes both straight-forward offerings like the successful Donut Shop as well as more creative and innovative product offerings like Jet Fuel, Wake-Up Call and Cowboy Coffee. These Coffee People varieties expand the appeal of the Keurig system to a broader range of coffee drinkers, Blanford added.
This combination will be a natural extension of the successful Keurig licensed roaster partnership between our two companies. We believe that an offering of meaningful brands is a key part to driving the
growth of the Keurig system and we are continually evaluating ways to expand the brands we provide to consumers. To that end, we have recently added the Mr. Coffee and Cuisinart brands through brewer licenses; these join the Breville brand also under license. Additionally, we maintain numerous and differing license arrangements, which allow consumers to enjoy other specialty coffee brands including Van Houtte, Newman's Own Organics, Caribou, and Emeril's as well as specialty tea brands Celestial Seasonings and Twinings all in K-Cup portion packs, Blanford continued.
Diedrich also owns and operates manufacturing and distribution facilities in Southern California which, upon completion of this transaction, will enable us to more effectively reach consumers in this region. These facilities will also complement the investments we have made across our network and enable us to achieve our objective of having high-quality manufacturing and distribution assets strategically located across North America. The combined company will have manufacturing and distribution assets in Waterbury and Essex, Vermont, Knoxville, Tennessee, Seattle, Washington, Castroville, California and Toronto, Canada, Blanford concluded.
GMCR has a track record of financial success coupled with environmental and social responsibility. GMCR has delivered double-digit net sales growth for the last 28 consecutive quarters, and has seen accelerated net sales growth of greater than 39% for the most recent 13 consecutive quarters. GMCR has been able to achieve this while still demonstrating its commitment to making a positive difference in the world. GMCR offsets 100% of its direct greenhouse gas emissions, invests in Fair Trade Certified coffee and donates at least 5% of its pre-tax profits to social and environmental projects. GMCR has received numerous third party recognitions over the years for both financial performance and how it conducts business. Most recently, these honors have included being #11 on Fortunes annual list of the 100 Fastest Growing Companies, Forbes 100 Most Trustworthy Companies and recognition for GMCRs corporate responsibility platform by CRO Magazine.
BofA Merrill Lynch is serving as financial advisor to GMCR on this transaction and Ropes & Gray LLP is serving as its legal advisor.