Cruzan International, Inc. Announces Receipt of Merger Proposal
July 08 2005 - 3:15PM
Business Wire
Cruzan International, Inc. (AMEX:RUM) (the "Company"), producer and
distributor of the Cruzan line of rums from the Virgin Islands and
a leading distiller of rum and brandy, and importer and marketer of
premium branded spirits, announced today that The Absolut Spirits
Company, Inc., a Delaware corporation ("ASCI"), a wholly-owned
subsidiary of V&S Vin & Sprit AB ("V&S"), has submitted
a proposed Agreement and Plan of Merger pursuant to which a
wholly-owned subsidiary ("Subsidiary") of ASCI would merge with and
into the Company, and each issued share of Company common stock
would be converted into the right to receive $28.37 in cash (the
"ASCI Proposal"). The proposed conversion price is equal to the
proposed per share cash consideration to be paid to Angostura, Ltd.
("Angostura") by ASCI in exchange for Angostura's controlling
interest in the Company, pursuant to a previously-announced Stock
Purchase Agreement between Angostura and V&S. The ASCI Proposal
is conditioned upon, among other things, receipt of appropriate
stockholder and regulatory approvals. The Company's board of
directors and its Special Committee consisting solely of
independent directors intend to evaluate the ASCI Proposal in a
manner consistent with their fiduciary duties. The Company cannot
assure that the ASCI Proposal will result in a definitive agreement
with ASCI, or that any merger under such a definitive agreement
will be consummated. If the Company's board of directors determines
that the terms of the ASCI Proposal are fair to Company
stockholders, and enters into a definitive agreement with ASCI, the
Company will call a Special Meeting of its stockholders and file a
proxy statement and other relevant documents concerning the ASCI
Proposal with the Securities and Exchange Commission. About the
Company Cruzan International, Inc. is a major supplier of rum,
brandy and wine to the beverage alcohol industry. The Company also
produces ultra-premium single-barrel aged rums and tropical rums,
vinegar and other alcohol-related products. Statements contained in
this press release, other than historical facts, are
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities and
Exchange Act of 1934. The Company intends that such forward-looking
statements shall be subject to the safe harbors created thereby.
These statements involve various risks and uncertainties, including
without limitation those contained in the section entitled "Risks
that May Affect Future Results" in Item 7, "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in
the Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 2004. As a result, future results may differ
materially from the expected results represented by the forward
looking-statements contained in this press release.
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