IRVINE, Calif. // PRNewswire-FirstCall // -- Diedrich Coffee, Inc. (Nasdaq: DDRX) today announced that, on the evening of Monday, November 30, 2009, it received a revised offer from Peet's Coffee & Tea, Inc. (Nasdaq: PEET) to pay to Diedrich Coffee's stockholders a value of $32.50 per share (based on the closing price of Peet's common stock on November 30, 2009 of $32.56 per share) in a combination of cash and Peet's stock. Peet's publicly announced their revised offer shortly after transmitting it to Diedrich Coffee.
Under the revised proposal, Diedrich Coffee's stockholders would receive, for each share of Diedrich Coffee common stock, a stock component consisting of 0.321 of a share of Peet's common stock plus a cash component in an amount between $21.265 and $22.870 such that the value of the total consideration paid per Diedrich Coffee share will be equal to $32.50, provided that Peet's common stock has a value between $30.00 and $35.00 per share. If Peet's volume-weighted average stock price over the five trading days prior to the completion of the exchange offer is $30.00 or less, the value per share received by Diedrich Coffee's stockholders would be less than $32.50 and if Peet's volume-weighted average stock price over that same period is $35.00 or higher, the value per share received by Diedrich Coffee's stockholders would be greater than $32.50.
Peet's submitted its revised offer in response to Diedrich Coffee's announcement on Wednesday, November 25, 2009, that the Diedrich Coffee Board of Directors had determined that the $32.00 per share all-cash offer it had received from Green Mountain Coffee Roasters, Inc. (Nasdaq: GMCR) continued to be a Superior Proposal (as defined in the Peet's merger agreement) to Peet's prior offer to pay to Diedrich Coffee's stockholders a combination of $19.80 in cash and 0.321 of a share of Peet's common stock for each share of Diedrich Coffee common stock, representing total consideration of approximately $30.35 per share based on the closing price of Peet's common stock on Tuesday, November 24, 2009 (the date of the Board of Directors' determination). The stock component of Peet's prior offer was based on a fixed exchange ratio, so the value of that component would increase or decrease with changes in the market price of Peet's common stock.
In light of the different forms of consideration in the current Peet's offer and the current GMCR offer, the Board of Directors of Diedrich Coffee is analyzing the two offers to determine whether the GMCR offer continues to be a Superior Proposal to the terms of the Peet's merger agreement and the exchange offer contemplated thereby (as amended by the current offer received from Peet's). Diedrich Coffee intends to make an announcement promptly after a determination is reached by the Board of Directors.
Gibson, Dunn & Crutcher LLP is serving as the legal advisor to Diedrich Coffee and Houlihan, Lokey, Howard & Zukin Capital, Inc. is acting as financial advisor.
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 is one of only four roasters under license to produce K-Cups for Keurig Incorporated's top-selling single-cup brewing system.
Statements in this news release that relate to future plans, financial results or projections, events or performance are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and fall under the safe harbor. Actual results and financial position could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including, but not limited to, the financial and operating performance of Diedrich Coffee's wholesale operations, the company's ability to maintain profitability over time, the successful execution of the company's growth strategies, the impact of competition, the availability of working capital, and other risks and uncertainties described in detail under "Risk Factors and Trends Affecting Diedrich Coffee and its Business" in the company's annual report on Form 10-K for the fiscal year ended June 24, 2009 and other reports filed with the Securities and Exchange Commission. Except where required by law, the company does not undertake an obligation to revise or update any forward-looking statements, whether as a result of new information, future events or changed circumstances.
Stockholders of Diedrich Coffee are urged to read the relevant tender offer documents because they contain important information that stockholders should consider before making any decision regarding tendering their shares. Peet's Coffee & Tea and its acquisition subsidiary have filed tender offer materials with the SEC, and Diedrich Coffee has filed a Solicitation/Recommendation Statement with respect to the tender offer. The tender offer materials (including a Registration Statement, an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) and the Solicitation/Recommendation Statement contain important information, which should be read carefully before any decision is made with respect to the tender offer. The Registration Statement, Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, are available to all stockholders of Diedrich Coffee at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement are available free of charge at the SEC's website at http://www.sec.gov. In addition, stockholders are able to obtain a free copy of these documents from Diedrich Coffee by mailing requests for such materials to: Diedrich Coffee, Inc., Office of Investor Relations, 28 Executive Park, Suite 200, Irvine, CA 92614. In addition to the tender offer materials described above, Diedrich Coffee and Peet's file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by Diedrich Coffee or Peet's at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.
SOURCE Diedrich Coffee, Inc.