Green Mountain Coffee Roasters, Inc. and Diedrich Coffee, Inc. Receive Requests for Additional Information From FTC
WATERBURY, Vt. and IRVINE, Calif. /PRNewswire via COMTEX/ -- Green Mountain Coffee Roasters, Inc. (Nasdaq: GMCR) ("GMCR") and Diedrich Coffee, Inc. (Nasdaq: DDRX) ("Diedrich Coffee") today announced that they have each received a request for additional information ("Second Requests") from the U.S. Federal Trade Commission ("FTC") with respect to the previously announced $35.00 per share cash tender offer by Pebbles Acquisition Sub, Inc. (the "Purchaser"), a wholly owned subsidiary of GMCR, to purchase all of the outstanding shares of common stock of Diedrich Coffee.
As a result of the Second Requests, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act") during which the FTC is permitted to review the proposed transaction has been extended until 11:59 p.m., Eastern Time, on the 10th day after the companies' substantial compliance with the Second Requests, or until 11:59 p.m., Eastern Time, on the next business day following that date, if the 10th day falls on a weekend or Federal holiday.
GMCR and Diedrich Coffee expect to promptly respond to their respective Second Requests, and to continue to work cooperatively with the FTC as it conducts its review of the proposed transaction. The transaction is expected to be completed in early 2010.
As previously announced, the tender offer is scheduled to expire at midnight, New York City time, on Friday, February 5, 2010. GMCR and the Purchaser will extend the tender offer's expiration time as necessary to occur concurrently with the HSR waiting period's expiration time.
BofA Merrill Lynch is serving as financial advisor to GMCR on this transaction and Ropes & Gray LLP is serving as its legal advisor.
Houlihan, Lokey, Howard & Zukin Capital, Inc. is serving as financial advisor to Diedrich Coffee and Gibson, Dunn & Crutcher LLP is serving as legal advisor.
About Green Mountain Coffee Roasters, Inc. (NASDAQ: GMCR)
As a leader in the specialty coffee industry, Green Mountain Coffee Roasters, Inc. is recognized for its award-winning coffees, innovative brewing technology, and socially responsible business practices. GMCR's operations are managed through two business units. The Specialty Coffee business unit produces coffee, tea and hot cocoa from its family of brands, including Tully's Coffee(R), Green Mountain Coffee(R), Newman's Own(R) Organics coffee and Timothy's World Coffee(R). The Keurig business unit is a pioneer and leading manufacturer of gourmet single-cup brewing systems. K-Cup(R) portion packs for Keurig(R) Single-Cup Brewers are produced by a variety of licensed roasters, including Green Mountain Coffee, Tully's Coffee and Timothy's. GMCR supports local and global communities by offsetting 100% of its direct greenhouse gas emissions, investing in Fair Trade Certified(TM) coffee, and donating at least five percent of its pre-tax profits to social and environmental projects.
GMCR routinely posts information that may be of importance to investors in the Investor Relations section of its web site, including news releases and its complete financial statements, as filed with the SEC. GMCR encourages investors to consult this section of its web site regularly for important information and news. Additionally, by subscribing to GMCR's automatic email news release delivery, individuals can receive news directly from GMCR as it is released.
About Diedrich Coffee, Inc. (NASDAQ: DDRX)
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 the few roasters under license to produce K-Cups for Keurig Incorporated's top-selling single-cup brewing system.
Certain statements contained herein, including GMCR's intention to complete the proposed acquisition, are not based on historical fact and are "forward-looking statements" within the meaning of the applicable securities laws and regulations. The "safe harbor" set forth in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, does not apply to forward-looking statements made in connection with a tender offer. Generally, these statements can be identified by the use of words such as "anticipate," "believe," "could," "estimate," "expect," "feel," "forecast," "intend," "may," "plan," "potential," "project," "should," "would," and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Owing to the uncertainties inherent in forward-looking statements, actual events or results could differ materially from those stated herein. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the impact on sales and profitability of consumer sentiment in this difficult economic environment, GMCR's success in efficiently expanding operations and capacity to meet growth, GMCR's success in efficiently and effectively integrating Tully's and Timothy's wholesale operations and capacity into its Specialty Coffee business unit, GMCR's success in introducing new product offerings, the ability of lenders to honor their commitments under GMCR's credit facility, competition and other business conditions in the coffee industry and food industry in general, fluctuations in availability and cost of high-quality green coffee, any other increases in costs including fuel, Keurig's ability to continue to grow and build profits with its roaster partners in the At Home and Away from Home businesses, the impact of the loss of major customers for GMCR or reduction in the volume of purchases by major customers, delays in the timing of adding new locations with existing customers, GMCR's level of success in continuing to attract new customers, sales mix variances, weather and special or unusual events, as well as other risks described more fully in GMCR's filings with the U.S. Securities and Exchange Commission (the "SEC"). Forward-looking statements reflect management's expectations as of the date of this press release, and are subject to certain risks and uncertainties. GMCR does not undertake to revise these statements to reflect subsequent developments, other than in its regular, quarterly earnings releases.
This press release is neither an offer to purchase, nor a solicitation of an offer to sell, any securities. The tender offer to purchase shares of Diedrich Coffee common stock referenced in this press release has been made pursuant to a Tender Offer Statement on Schedule TO, containing an offer to purchase, a form of letter of transmittal and other documents relating to the tender offer (the "Tender Offer Statement"), which GMCR and Pebbles Acquisition Sub, Inc., a wholly owned subsidiary of GMCR, filed with the SEC and first mailed to Diedrich Coffee stockholders on December 11, 2009. Security holders of Diedrich Coffee are advised to read the Tender Offer Statement, because it contains important information about the tender offer. Investors and security holders of Diedrich Coffee also are advised that they may obtain free copies of the Tender Offer Statement and other documents filed by GMCR with the SEC on the SEC's website at http://www.sec.gov. In addition, free copies of the Tender Offer Statement and related materials may be obtained from GMCR by written request to: Green Mountain Coffee Roasters, Inc., Attention: General Counsel, 33 Coffee Lane, Waterbury, Vermont 05676.
SOURCE Diedrich Coffee, Inc.