Dreyer’s Grand Ice Cream Holdings, Inc. has announced today that as a result of the exercise of a put right by certain holders of its Class A Callable Puttable Common Stock, Nestle Ice Holdings, Inc. has become the owner of more than 90% of Dreyer’s outstanding voting stock.
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Nestle Ice will now be merged with Dreyer’s, with Dreyer’s being the surviving corporation. Dreyer’s will then become a wholly-owned indirect subsidiary of Nestle Holdings.
In accordance with the terms of Dreyer’s certificate of incorporation, all Class A Shares for which the Put Right was not exercised have been automatically converted into shares of Dreyer’s Class B Common Stock.
As a result, no Class A Shares remain outstanding and Dreyer’s has filed a Form 15 with the Securities and Exchange Commission to terminate the registration of the Class A Shares under the Securities Exchange Act of 1934, and requested that trading of the Class A Shares on the NASDAQ cease with effect from 17 January.
Dreyer’s shareholders who did not exercise the Put Right will have no further rights as shareholders other than to receive US$83.10 per share in cash, or to exercise dissenters’ appraisal rights under Delaware state law.
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