Green Mountain Coffee Roasters, Inc. (NASDAQ: GMCR) (“GMCR”)
today announced that Pebbles Acquisition Sub, Inc. (“Purchaser”), a
wholly owned subsidiary of GMCR, has extended its previously
announced $35.00 per share cash tender offer to purchase all
outstanding shares of common stock of Diedrich Coffee, Inc.
(NASDAQ: DDRX) (“Diedrich Coffee”). The tender offer will now
expire at midnight, New York City time, on Monday, May 10, 2010,
unless further extended. The tender offer previously was scheduled
to expire at midnight, New York City time, on Monday, May 3, 2010.
All other terms and conditions of the tender offer remain
unchanged.
GMCR also noted that, on Friday, April 30, 2010, GMCR certified
to the U.S. Federal Trade Commission (the “FTC”) that it has
substantially complied with the FTC’s request for additional
information under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 (“Second Request”), in connection with GMCR’s offer to
purchase all of the outstanding shares of Diedrich Coffee common
stock. As a result, GMCR and Purchaser expect the waiting period
applicable to the purchase of the outstanding shares of Diedrich
Coffee common stock pursuant to the tender offer to expire at 11:59
p.m., New York City time, on Monday, May 10, 2010.
GMCR further noted that, on Sunday, May 2, 2010, GMCR,
Purchaser, Diedrich Coffee, the members of the Board of Directors
of Diedrich Coffee and the plaintiff in the purported class action
on behalf of Diedrich Coffee stockholders reached an agreement in
principle to settle the litigation, and executed a Memorandum of
Understanding that provides for settlement of the litigation. Final
settlement of the litigation is subject to, among other conditions,
approval by the court presiding over the litigation.
As of 5:30 p.m., New York City time, on April 30, 2010,
approximately 2,417,763 shares have been tendered into the tender
offer and not withdrawn. The tender offer is subject to customary
closing conditions, including, among other things, regulatory
approvals. The Board of Directors of Diedrich Coffee has
recommended that Diedrich Coffee stockholders tender their shares
into the tender offer. Questions and requests for assistance
regarding the tender offer may be directed to the Information Agent
for the offer, Okapi Partners LLC, toll-free at (877) 274-8654.
BofA Merrill Lynch is serving as financial advisor to GMCR on
this transaction and Ropes & Gray LLP is serving as its 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®,
Green Mountain Coffee®, Newman’s Own® Organics coffee and Timothy’s
World Coffee®. The Keurig business unit is a pioneer and leading
manufacturer of gourmet single-cup brewing systems. K-Cup® portion
packs for Keurig® 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™ coffee, and donating at least five percent
of its pre-tax profits to social and environmental projects. Visit
www.gmcr.com for more information.
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.
Forward-looking statements
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.
Additional Information
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
Purchaser 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.
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