Dole CEO Makes Buyout Bid for Rest of Company
On June 11, 2013, Dole Food Company, Inc. announced that its Board of Directors has received an unsolicited proposal from David H. Murdock to acquire all of the outstanding shares of common stock of Dole Food Company, Inc. not already owned by Murdock or his family for $12.00 per share in cash.
Murdock is the Chairman of the Board, Chief Executive Officer and the largest stockholder of Dole and controls almost 40 percent of the total number of outstanding shares.
The per share consideration offered places the total enterprise value of the transaction at approximately $1.5 billion, which represents a 10.2 times multiple of Dole's anticipated EBITDA as provided in Dole's most recent earnings guidance.
The announcement could lead to more major changes for one of the world’s largest producers and marketers of high-quality fresh fruit and fresh vegetables. In a deal that closed this past April, the company sold its packaged foods and Asia fresh business for $1.69 billion.
Shortly after Murdock's announcement, Dole shares soared more than 21 percent to $12.38 in early trading Tuesday.
The Board of Directors will be meeting over the next several days to establish a Special Committee of independent directors to consider Murdock's proposal and its implications, in the context of assessing the appropriate course of action that is in the best interests of the Company and its stockholders. The Company cautions its stockholders, and others considering trading in the Company's securities, as follows: the Board of Directors has just received Murdock's unsolicited proposal; the process of considering the proposal is only in its beginning stages; no decisions whatsoever have been made by the Board of Directors in respect of the company's response, if any, to the proposal; and the Board of Directors will proceed in a timely and orderly manner to consider the proposal and its implications.
Murdock has stated he will not proceed unless the offer is approved by a committee of independent directors and by a majority of the outstanding shares not owned by him. He has engaged Deutsche Bank to advise on the transaction and has received a “highly confident” letter from Deutsche Bank with respect to the financing for the proposed transaction that, together with additional funding Murdock is prepared to commit, is sufficient to consummate the transaction.
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