Janes Family Foods Ltd. (“Janes”) announces the withdrawal of its intention to make a take-over bid for all of the issued and outstanding common shares of Sepp’s Gourmet Foods Ltd. (“Sepp’s”) as announced in Sepp’s September 11, 2001 press release.
Janes intended to offer $0.84 per common share of Sepp’s subject to a minimum tender condition of at least 33.5% of the issued and outstanding common shares of Sepp’s, including those common shares of Sepp’s which are held by Janes and parties acting jointly with Janes. However, Janes is withdrawing its intention to make the bid because it has been unable to reach an agreement or understanding with Sepp’s on the terms for making the bid to all shareholders of Sepp’s, which would include the termination of Sepp’s agreement with respect to a going-private transaction by way of arrangement proposed by certain shareholders, five of the seven directors of Sepp’s and members of Sepp’s management (the “Acquisition Group”) which would provide minority shareholders with $.071 per share.
Since September 11, 2001, Janes has had communications with the Independent Committee of the Board of Directors of Sepp’s in an attempt to facilitate the delivery of the Janes take-over bid.
The position of Janes in the negotiations has been that Janes would not proceed with the bid unless the Arrangement Agreement along with the related lock-up and support agreements were terminated so that the Janes bid could be considered on an unfettered basis by all shareholders. No agreement or understanding could be reached.
If current circumstances change, Janes would seriously reconsider making its take-over bid for Sepp’s.