USA TODAY - Dole Food has reached agreement to be be taken private by CEO David Murdock in a sweetened merger deal in which he will acquire for cash all of the outstanding company shares he doesn't already control.
The deal values the California-based company at approximately $1.21 billion.
Dole shareholders would receive $13.50 in cash for each share of common stock they hold, the firm said in an announcement filed with the Securities and Exchange Commission Monday.
The company said the price represents a $1.50 per share increase from the proposal Murdock initially submitted on June 10. It also represents a 32% premium over the company's $10.20 share price before that proposal.
Dole estimated the total value of the deal at $1.6 billion, including debt.
The company said the transaction will be financed by a combination of cash and equity contributed by Murdock, plus financing committed by Deutsche Bank, Bank of America and The Bank of Nova Scotia.
Dole's board of directors approved the deal, acting on the unanimous recommendation of a special committee comprised of independent and disinterested directors. Murdock abstained on the vote to avoid any conflict of interest.
The deal is contingent on approval by at least a majority of the outstanding shares of common stock held by investors other than Murdock and his affiliates. The transaction also requires regulatory approval.
Dole said the agreement also stipulates a 30-day "go-shop" period during which the special committee will solicit, evaluate and potentially enter into negotiations with suitors that offer rival proposals. Lazard, which has acted as financial advisor to the special committee, will help evaluate any offers.
The transaction is expected to close in the fourth quarter, Dole said.