Stockholders agree to sell Dole to Murdock

10/31/2013 03:27:00 PM
Coral Beach

Stockholders took the advice of the company’s board and financial analysts and accepted David Murdock’s $1.15 billion bid for Dole Food Co. Inc., marking the second time in a decade the billionaire has taken the company private.

The vote on Oct. 31 at the company’s Westlake Village, Calif., headquarters came less than five months after the 90-year-old Murdock made an unsolicited bid of $12 per share for the company he first bought in 2003. Murdock increased the bid to $13.50 during negotiations with a special committee appointed by the board this summer.

Company officials said in communications to investors that the deal was expected to close as early as Nov. 1. 

However, the Wall Street Journal reported the vote was closer than Dole officials had anticipated. The Journal also reported hedge funds holding about 12% of Dole’s stock plan to seek a court appraisal for their shares. The judge could raise or lower the deal price.

The agreement calls for DFC Holdings LLC, DFC Merger Corp., David Murdock and Dole to merge. Dole will become a wholly-owned subsidiary of DFC Holdings, which Murdock controls.

Votes in favor of the deal totaled about 63.8 million shares, or 70.6% of Dole’s outstanding shares of common stock, according to a news release from the company. About 27.5 million shares, or 50.9% of the shares held by stockholders other than Murdock and his affiliates and Dole’s directors and executive officers voted to accept the deal.

Dole’s board of directors and the special committee it appointed to review Murdock’s proposal both unanimously recommended stockholders approve the buyout. The company has been publically held since 2009.

Two proxy advisory firms also recommended a yes vote, according to a Dole news release. Institutional Shareholder Services recommended this month that Dole stockholders take Murdock’s offer “in light of the meaningful premium offered to Dole’s unaffiliated shareholders,” according to the Dole release. The proxy advisory firm Glass Lewis made a similar recommendation.

The board’s Oct. 2 proxy statement included several pages describing why the deal was good and why stockholders could lose money if they didn’t OK it. The bottom line was the key factor in the recommendation supporting the buyout, referred to as a merger.

“The per-share cash merger consideration and the merger were likely to be more favorable to Dole’s unaffiliated stockholders than the value likely to be realized from other alternatives available to Dole, including remaining a public company and pursuing the current strategic plan,” according to the definitive proxy statement filed with the Securities and Exchange Commission.



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