News Column

Dole Food Co. Announces Deal to go Private

August 12, 2013
Dole Food is expected to go private.
Dole Food is expected to go private.

The CEO of Dole Food Co. announced Monday that he is taking the California-based company private in a deal valued at approximately $1.6 billion.

David H. Murdock, Dole's Chairman and Chief Executive Officer, through his affiliates, will acquire for cash all of the outstanding shares of Dole (NYSE: 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.

The 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 percent over the $10.20 per share price of the stock immediately prior to such proposal, officials said. The transaction is expected to close during the fourth quarter of 2013.

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. The merger agreement provides for a "go-shop" period of 30 days, during which the special committee, with the assistance of Lazard, will listen to bids for the company based in Westlake Village, Calif.

Dole Food Company, Inc., with 2012 revenues from continuing operations of $4.2 billion, is one of the world's largest producers and marketers of high-quality fresh fruit and fresh vegetables.



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