Dole Food Company Inc (NYSE: DOLE) and David H Murdock, the firm’s chairman and chief executive officer, jointly announced that they have signed a definitive merger agreement pursuant to which 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 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 about $1.6 billion. This price represents an increase of $1.50 per share from the original proposal 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.
Dole’s board of directors, 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.
This 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. It is expected to close during the fourth quarter of 2013.
With 2012 revenues from continuing operations of $4.2 billion, Dole is one of the world’s largest producers and marketers of fresh fruit and fresh vegetables. For more information, visit www.dole.com.