Dreyer's anticipates merger with Nestle
January 17, 2006
by FoodBusinessNews.net Staff
OAKLAND, CALIF. — Following the expiration of Dreyer’s put period for Class A shares, the company said it is expecting a merger with Nestle Holdings, Inc.
The put period, during which holders of shares of Dreyer’s Class A Callable Puttable common stock could require Dreyer’s to purchase its Class A shares for a cash payment of $83.10 per Class A share, ended Jan. 13.
As a result of the purchase, Nestle Ice Holdings, Inc., a wholly-owned indirect subsidiary of Nestle Holdings, became an owner in excess of 90% of Dreyer’s outstanding voting stock. Under the terms of Dreyer’s certificate of incorporation, all then outstanding Class A Shares automatically will be converted into shares of Dreyer’s Class B common stock.
In addition, as provided under a governance agreement by and among Dreyer’s, if at any time Nestle Holdings and its affiliates own at least 90% of Dreyer’s outstanding voting stock and the Class A shares are converted into Class B shares, Nestle will become obligated to cause a short form merger between Nestle Holdings (or an affiliate) and Dreyer’s.
Nestle Holdings has affirmed its intent to cause Nestle Ice to effect a short form merger with Dreyer’s. Accordingly, it is anticipated that as soon as practicable after the conversion of the Class A shares into Class B shares, Nestle Ice will be merged with and into Dreyer’s, with Dreyer’s being the surviving corporation and becoming a wholly-owned indirect subsidiary of Nestle Holdings.
At the effective time of the merger, anticipated to take effect on Jan. 18, all then outstanding Class B shares (other than shares held by Nestle Ice) automatically will be converted into the right to receive a cash payment of $83.10 per Class B share.
After Nestle Ice completes the short form merger, Dreyer’s shareholders who did not purchase their Class A shares (other than Nestle Ice or its affiliates) will have no further rights as shareholders other than the right to receive $83.10 per share in cash or to exercise dissenters’ appraisal rights pursuant to Delaware law.