Pulmuone U.S.A., Inc. ("Pulmuone") and Monterey Gourmet Foods, Inc.
("MGF") (NASDAQ: PSTA) today announced the successful completion of
the tender offer by Pulmuone Cornerstone Corporation ("Purchaser"),
a wholly owned subsidiary of Pulmuone, for all of the outstanding
shares of common stock of MGF. Pulmuone is a U.S. subsidiary of
Pulmuone Holdings Co., Ltd, a market leader in the fresh/health
foods category in Korea with annual sales of approximately $1
billion.
The tender offer and withdrawal rights expired at 12:00
midnight, Eastern Time, on December 10, 2009. The depositary for
the tender offer has advised Purchaser and MGF that a total of
approximately 14,461,736 shares (including 200,934 shares subject
to guaranteed delivery procedures), representing approximately
86.1% of the outstanding shares of common stock of MGF, were
validly tendered and not withdrawn as of the expiration date. All
shares validly tendered in the offer and not properly withdrawn
have been accepted for payment, and Purchaser will pay for all such
shares promptly.
In accordance with the previously announced merger agreement,
Purchaser will exercise the "top-up" option to increase its share
ownership percentage of MGF through the purchase of newly-issued
shares of MGF common stock at the same $2.70 per share paid in the
tender offer in order to allow Pulmuone to effect a short-form
merger under Delaware law.
Pulmuone intends to effect a short-form merger under Delaware
law, in which MGF will become a wholly owned subsidiary of
Pulmuone. As a result of the merger, any shares of MGF common stock
(other than shares held in the treasury of MGF or by Pulmuone,
Purchaser or any of their subsidiaries, and shares of MGF common
stock held by stockholders who properly demand appraisal rights)
will be cancelled and the holders will receive the same $2.70 per
share price that was paid in the tender offer, net to the holder in
cash, without interest and less any required withholding taxes.
Following the merger, MGF common stock will cease to be traded on
the NASDAQ Global Market.
About Monterey Gourmet Foods (NASDAQ: PSTA)
Monterey Gourmet Foods, Inc. manufactures USDA inspected, fresh
gourmet refrigerated food products at its integrated manufacturing
facilities in Salinas (Monterey County), CA; and Kent, WA. MGF has
national distribution of its products, which are sold under the
brands Monterey Pasta Company, CIBO Naturals, Emerald Valley
Kitchen and Sonoma Cheese in more than 11,000 retail and club
stores throughout the United States and selected regions of Canada,
the Caribbean, Latin America, and Asia Pacific. For more
information about MGF, visit www.MontereyGourmetFoods.com.
About Pulmuone Holdings Co., Ltd. and Pulmuone Wildwood Inc.
Pulmuone Holdings Co., Ltd., headquartered in Seoul, Korea, is a
leading food manufacturing and retail company that has developed
and built the fresh/health food market in Korea with products with
short shelf lives. Its major products include tofu, fresh noodles,
bean sprouts and eggs. With respect to tofu and bean sprouts,
Pulmuone commands leading market shares in Korea. Pulmuone Holdings
Co., Ltd. was established in 1984 and listed on the KOSPI in 1995,
and was named as one of the 30 most respected companies in Korea in
2008 for its contribution to the "right foods movement" and
management for sustainability. In 2004, Pulmuone U.S.A., Inc.,
headquartered in Fullerton, CA, acquired Wildwood Natural Foods,
Inc., a manufacturer of soy foods including tofu, tofu veggie
burgers and soy yogurt and successfully entered the American fresh
foods market. Pulmuone maintains strong manufacturing principles of
using no chemicals, no preservatives and no artificial
additives.
Advisors
Skadden, Arps, Slate, Meagher & Flom LLP acted as legal
counsel and Cappello Capital Corp. acted as financial advisor to
Pulmuone and Purchaser for this transaction. Husch Blackwell
Sanders LLP and Shapiro, Buchman, Provine, LLP acted as legal
counsel and William Blair & Company, L.L.C. acted as financial
advisor to MGF.
Safe Harbor Statement
Certain statements contained in this press release about our
expectations of future events or results constitute forward-looking
statements for purposes of the safe harbor provisions of The
Private Securities Litigation Reform Act of 1995. You can identify
forward-looking statements by terminology such as, "may," "should,"
"expects, " "plans," "anticipates," "believes," "estimates,"
"predicts," "potential," "continue," or the negative of these terms
or other comparable terminology. Such forward-looking statements
are based on currently available competitive, financial and
economic data and management's views and assumptions regarding
future events. Such forward-looking statements are inherently
uncertain, and investors must recognize that actual results may
differ from those expressed or implied in the forward-looking
statements. In addition, certain factors could affect the outcome
of the matters described in this press release. These factors
include, but are not limited to, (1) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the merger agreement, (2) the outcome of any legal
proceedings that may be instituted against us or others following
the announcement of the merger agreement, (3) the inability to
complete the merger due to the failure to satisfy other conditions,
(4) risks that the proposed transaction disrupts current plans and
operations, and (5) the costs, fees and expenses related to the
transaction. MGF has provided additional information regarding
risks associated with the business in MGF's Annual Report on Form
10-K for fiscal year 2008 as well as other filings with the
Securities and Exchange Commission (the "SEC"), available for
viewing on MGF's website at www.MontereyGourmetFoods.com and on the
SEC's website at www.sec.gov. You are urged to consider these
factors carefully in evaluating the forward-looking statements
herein and are cautioned not to place undue reliance on such
forward-looking statements, which are qualified in their entirety
by this cautionary statement. These statements are based on
information as of the date of this press release and MGF assumes no
obligation to update any forward-looking statements, whether as a
result of new information, future events, or otherwise.
Important Information about the Tender Offer
This announcement and the description contained herein are for
informational purposes only and are not an offer to purchase or a
solicitation of an offer to sell securities of MGF. The tender
offer is being made pursuant to a Tender Offer Statement on
Schedule TO (including the Offer to Purchase, the related Letter of
Transmittal and other tender offer materials) filed by Pulmuone and
Purchaser with the SEC on November 10, 2009. In addition, on
November 10, 2009, Monterey filed a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC related to the tender
offer. The Tender Offer Statement (and related materials) and the
Solicitation/Recommendation Statement contain important information
that should be read carefully before any decision is made with
respect to the tender offer. Those materials may be obtained at no
charge upon request to either Innisfree M&A Incorporated., the
information agent for the tender offer, at (888) 750-5834 (toll
free) or to Cappello Capital Corp., the Dealer Manager for the
tender offer, at (310) 393-6632, ext. 269. In addition, all of
those materials (and all other offer documents filed with the SEC)
are available at no charge on the SEC's website at www.sec.gov. In
addition, copies of the Solicitation/Recommendation Statement and
other filings containing information about MGF, the tender offer
and the merger may be obtained, if and when available, without
charge, by directing a request to Monterey Gourmet Foods, Inc.
Attention: Investor Relations at 1528 Moffett Street, Salinas,
California 93905, or on MGF's corporate website at
www.MontereyGourmetFoods.com.
Contacts: Monterey Gourmet Foods, Inc. Eric Eddings: (253)
867-0574 Scott Wheeler: (253) 867-0575 Pulmuone U.S.A., Inc. John
Breen: (714) 578-1461 Doseok Kim: (714) 732-7116
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