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 Waterbury, Vt., May 18, 2010 -- Green Mountain Coffee Roasters, Inc. announced on May 11 that it has acquired Diedrich Coffee, Inc. for $35 per share of common stock in cash, pursuant to a cash tender offer and a “short form” merger, in a transaction with a total value of approximately $300 million.
GMCR’s tender offer for all outstanding shares of Diedrich Coffee common stock expired at midnight, Eastern Time, on Monday, May 10, 2010. As of the tender offer’s expiration time, approximately 5,446,334 shares had been tendered and not properly withdrawn pursuant to the tender offer, which represented approximately 95.06% of the outstanding shares as of the tender offer’s expiration date.
GMCR and the wholly owned subsidiary through which it conducted the tender offer, Pebbles Acquisition Sub, Inc., accepted for payment all shares that were validly tendered and not properly withdrawn, and paid for these shares in accordance with the tender offer’s terms.
Subsequent to the tender offer, GMCR effected the merger of Purchaser with and into Diedrich Coffee, with Diedrich Coffee being the surviving corporation, on May 11, 2010. As a result of the merger, Diedrich Coffee has become a wholly owned subsidiary of GMCR.
Lawrence J. Blanford, President and Chief Executive Officer of GMCR, said, “We are pleased to welcome Diedrich Coffee to the GMCR family. We believe this combination provides significant growth opportunities and further advances GMCR’s objective of becoming a leader in the coffee and coffeemaker businesses.”
Blanford continued, “By taking the next logical step beyond our already successful licensing agreement with Diedrich Coffee, we are bringing in house three strong, complementary brand platforms – Diedrich, Gloria Jean’s and Coffee People – and augmenting the growing GMCR beverage brand portfolio. In addition, we are gaining manufacturing and distribution facilities in California, which will enable us to more effectively reach consumers in this region.”
Diedrich Coffee specializes in sourcing, roasting and selling the world’s highest quality coffees. The company markets its three leading brands of specialty coffees, Diedrich Coffee, Coffee People and Gloria Jean's Coffees, through office coffee service distributors, restaurants and specialty retailers, and via the company's web stores.
Diedrich Coffee will be integrated into GMCR’s Specialty Coffee business unit. The combined company will operate manufacturing and distribution facilities in Waterbury and Essex, Vermont; Castroville, California; Knoxville, Tennessee; Sumner, Washington; and Toronto, Canada.
As previously announced, 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.
GMCR also announced that it has amended its Amended and Restated Revolving Credit Agreement to provide for a new term loan for $140 million, a new uncommitted revolver increase option of up to $100 million and increases in the permitted amounts of certain forms of indebtedness and investments. In connection with the closing, GMCR executed the $140 million new term loan to pay for a portion of the Diedrich Coffee acquisition purchase price.
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