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Eskimo Pie: News Release
901 Moorefield Park Drive Contact: Thomas M. Mishoe, Jr.
Richmond, Virginia 23236 Telephone: (804)-560-8490
FOR IMMEDIATE RELEASE: June 1, 2000
ESKIMO PIE & COOL BRANDS AMEND MERGER AGREEMENT
Richmond, Virginia (NASDAQ NNM: EPIE) - Eskimo Pie Corporation
announced today that it has executed an amendment to the previously
announced merger agreement entered into on May 3, 2000 with CoolBrands
International Inc. (formerly, Yogen Fruz World-Wide Incorporated), for
the acquisition of Eskimo Pie Corporation at a purchase price of (U.S.)
$10.25 cash per share to shareholders of Eskimo Pie Corporation. 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 would commence the tender
offer for Eskimo Pie shares only after a 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 merger 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
$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 being tendered.
David B. Kewer, president and chief executive officer of Eskimo Pie
Corporation, said that this amendment was required to satisfy certain
regulatory technicalities and will not affect the price to be paid to
Eskimo Pie shareholders on consummation of the transaction.
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.
Eskimo Pie Corporation, headquartered in Richmond, Virginia, created the
frozen novelty industry in 1921 with the invention of the Eskimo Pie ice
cream bar. Today, the Company markets a broad range of frozen
novelties, ice cream and sorbet products under the Eskimo Pie, Real
Fruit, Welch's, Weight Watchers Smart Ones, SnackWell's and OREO brand
names. These nationally branded products are generally manufactured by
a select group of licensed dairies who purchase the necessary flavors
ingredients and packaging directly from the Company. Eskimo Pie
Foodservice is a leading supplier of premium soft serve ice cream,
frozen yogurt, custard and smoothies to the foodservice industry. The
Company also sells a full line of quality flavors and ingredients for
use in private label dairy products in addition to the brands it
licenses.
Ends.