The company announced the agreement Sept. 17, and a news release said the proposed deal is subject to stockholder approval and regulatory agreement in several countries.
“When we announced our strategic business review in May, we stated that we would review a broad range of strategic alternatives for our businesses with the goal of enhancing shareholder value,” David DeLorenzo, Dole’s president and chief executive officer, said in the release. “We believe this proposed transaction accomplishes that. We are realizing a premium valuation for our worldwide packaged foods and Asia fresh produce businesses and will retain a strong fresh produce business that has increased financial flexibility to grow.”
Cash from the deal will be applied by the Westlake, Calif.-based Dole Food to debt reduction, deal-related expenses, restructuring and other purposes, according to the release.
Cost-savings resulting from the transaction and corporate restructuring are expected to result in savings of $50 million annually when they are implemented at the end of fiscal 2013.
Dole Worldwide Packaged Foods produces and markets canned pineapple, canned pineapple juice, fruit juice concentrate, fruit in plastic cups, jars and pouches, fruit parfaits, healthy snack foods and frozen fruit, according to the release. Meanwhile, Dole Asia Fresh Produce grows, sources, ships and distributes fresh fruit and vegetables, mostly in Asia, according to the release.
Together, the two businesses tallied $2.5 billion in sales in 2011, according to the release. Adjusted earnings before interest, taxes and depreciation and amortization for the businesses was about $190 million in 2011, excluding overhead.
The deal would give Itochu Corporation exclusive rights to the Dole trademark on packaged food products worldwide and on fresh produce in Asia, Australia and New Zealand, according to the release.
Dole Food plans to continue to operate its North American fresh vegetables business as well as its fresh fruit businesses in North America, Latin America, Europe and Africa, according to the release.
Together, those businesses generated about $4.2 billion in revenues in fiscal 2011.
Dole will continue to own the significant operating assets associated with these businesses, as well as non-core assets, including approximately 25,000 acres located in Oahu, Hawaii, the release said.
David Murdock, chairman of Dole, said in the release that the transaction will result in a “more focused Dole” that will still retain more than $4 billion in revenue and a rich asset base.
“With a substantial reduction in debt and the expected cost savings, Dole will also be well-positioned to take advantage of growth opportunities within the fresh produce category,” Murdock said in the release.