complete tender offer
Dec 16, 2009 10:39 AM
Pulmuone USA Inc and Monterey Gourmet Foods Inc have successfully completed the tender offer by Pulmuone Cornerstone Corporation, a wholly owned subsidiary of Pulmuone, for all the outstanding shares of common stock of MGF. Pulmuone is a US subsidiary of Pulmuone Holdings Co Ltd, a market leader in the fresh/health foods category in South Korea.
In accordance with the previously announced merger agreement, Pulmuone Cornerstone will exercise the “top-up” option to increase its share ownership percentage of MGF through purchase of newly issued shares of MGF common stock at the same $2.70 per share paid in the tender offer. This will allow Pulmuone 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 its subsidiaries, and shares of MGF common stock held by stockholders who properly demand appraisal rights) will be canceled and the holders will receive the same $2.70 per share price paid in the tender offer, net to the holder in cash, without interest and less any required withholding taxes. After the merger, MGF common stock will cease to be traded on the NASDAQ global market.
MGF manufactures fresh gourmet refrigerated food products at its manufacturing facilities in Salinas (Monterey County) CA and Kent WA. It distributes its products 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, visit www.MontereyGourmetFoods.com.
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