CoolBrands International Inc. (formerly Yogen Fruz World-Wide Incorporated) today reported that it has executed an amendment to the merger agreement entered into on May 3, 2000 with Eskimo Pie Corporation, for the acquisition of Eskimo Pie Corporation at a purchase price of U.S.$10.25 cash per share.
As originally executed, the merger agreement contemplated that the tender offer would commence simultaneously with the mailing of the proxy materials relating to the special meeting to approve the merger and would run concurrently with the proxy solicitation. The primary purpose of the amendment is to provide that CoolBrands will commence a tender offer for Eskimo Pie shares only after the special meeting of shareholders held to approve the merger, and only in the event that the shareholder vote is insufficient under applicable law to approve the merger.
Under the merger agreement as amended, as promptly as practical, Eskimo Pie will call a special meeting of shareholders to vote on a merger transaction by which Eskimo Pie Corporation would become a wholly-owned subsidiary of CoolBrands. If the proposal is approved by a vote of at least two-thirds of Eskimo Pie shares outstanding, exclusive of the approximate 17% interest owned by CoolBrands, the merger will be consummated upon satisfaction of closing conditions, and no tender offer will be made. If the vote necessary for the merger is not obtained, CoolBrands will commence a tender offer to purchase, for a cash price of U.S.$10.25 per share, all shares of Eskimo Pie stock tendered, subject to a minimum of approximately 41% of the Eskimo Pie shares not owned by CoolBrands been tendered.
David J. Stein, President and Co-Chief Executive Officer of CoolBrands, said that this amendment was required to satisfy certain regulatory technicalities and will not affect the business terms of the transaction as previously agreed upon and announced. The parties anticipate that proxy materials relating to the special meeting of Eskimo Pie shareholders will be mailed sometime in July and that the special meeting of shareholders will be held in August, 2000. The proposed transaction, whether it is consummated in the form of a merger or a tender offer, remains subject to customary closing conditions.
As of February 29, 2000, CoolBrands has company-owned, franchised and non-traditional partnership locations in 82 countries. The Company operates a Family of Brands including Yogen Fruz, I Can’t Believe It’s Yogurt, Bresler’s Ice Cream and Premium Frozen Yogurt, Swensen’s Ice Cream, Steve’s Ice Cream, Golden Swirl, Paradise, Ice Cream Churn and Java Coast Fine Coffees. The Company also directly, and through its subsidiary Integrated Brands, markets, sells and distributes Tropicana frozen fruit juice bars and frozen dessert products, as well as a variety of frozen novelties and frozen dessert products under the Betty Crocker, Trix, Yoplait, Colombo and Yoo Hoo brand names, pursuant to long-term license agreements.
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