Danone subsidiary agrees
to merge with YoCream
Nov 30, 2010 10:24 AM
YoCream International Inc has entered into a definitive merger agreement with fresh dairy products company Danone under which a Danone subsidiary will merge with YoCream.
Each outstanding share of YoCream common stock will be converted into the right to receive about $39.82 per share in cash, representing an enterprise value of YoCream of around $103 million. This per share purchase price represents a premium of 38.5% over YoCream’s 60-day volume weighted average stock price.
YoCream’s board of directors, acting on the recommendation of a special committee of independent directors, has unanimously approved the transaction and recommends that all YoCream shareholders vote to approve the merger.
John Hanna will remain chief executive officer and a director of YoCream after the transaction closes, and the company’s senior management team will also remain. They, along with one former board member, will retain an ownership interest of approximately 5% in the company. The name of the company will remain YoCream International after the closing.
YoCream expects the transaction to close before December 28, 2010. If the closing does not occur by the end of the year because of failure to obtain required regulatory clearances, YoCream shareholders will receive an additional $0.97 per share if capital gains tax rates are higher April 15, 2011, than they were December 31, 2010.
The transaction is subject to the satisfaction of customary closing conditions, as well as the approval of YoCream’s shareholders. Shareholders holding about 77% of YoCream’s outstanding shares of common stock have agreed to vote their shares in favor of the merger (so long as the merger agreement remains in effect) at a special meeting of YoCream shareholders, which is expected to be held in late December.
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