Dole Foods Agrees To Be Taken Private By CEO David Murdock At 13.50/share

(RTTNews) - Fruits and vegetable producer Dole Food Co., Inc. (DOLE) agreed Monday to be taken private by its largest shareholder, Chairman and CEO David Murdock in a deal that values the whole company at about $1.6 billion, including assumed debt. The deal will see Murdock, acting through his affiliates, acquiring all of the outstanding shares of Dole common stock not currently held beneficially by him for $13.50 per share in cash.

The deal, subject to receipt of regulatory approvals and shareholder approval, is expected to close during the fourth quarter of 2013. The deal primarily needs the approval by at least a majority of the outstanding shares of common stock held by shareholders of Dole other than Murdock and his affiliates.

The deal has the unanimous approval of the board of directors of Dole, with Murdock abstaining. The board acted on the unanimous recommendation of a special committee of independent and disinterested directors that was formed to evaluate the offer.

Murdock will fund the deal through a combination of cash and equity contributed by himself as well as financing that has been committed by Deutsche Bank AG (DB), Bank of America Corp. (BAC) and Bank of Nova Scotia (BNS, BNS.TO).

The offer represents an 32.4 percent premium over Dole's unaffected closing share price of $10.20 on June 10, the day prior to when the initial offer was made.

Murdock made his initial unsolicited offer of $12.00 per share on June 11 to acquire about 60 percent of the outstanding shares of common stock of Dole that is not already owned by him. Murdock is the largest stockholder of Dole and already controls almost 40 percent of the total number of outstanding shares.

Murdock had stated at the time of the initial offer that he will not proceed with the deal unless the offer is approved by a committee of independent directors and by a majority of the outstanding shares not owned by him.

Further, the merger agreement provides for a "go-shop" period of 30 days, during which Dole's special committee, with the assistance of financial adviser Lazard, will actively solicit, receive, evaluate and potentially enter into negotiations with parties that offer alternative proposals.

On April 1, Dole Food completed the divestiture of two businesses, its worldwide packaged foods and Asia fresh businesses, to Japanese trading company Itochu Corp. (ITOCY), for $1.69 billion cash, resulting in a major portion of Dole's operations and assets being sold. Dole also lost its then President and CEO David DeLorenzo to Itochu as he was named to lead the acquired businesses at Itochu. DeLorenzo also left the Dole board.

Meanwhile, Dole Chairman David Murdock returned to the dual role of chairman and CEO after DeLorenzo left the company.

In Monday's regular trading session, DOLE is currently trading at $13.46, up $0.65 or 5.07% on a volume of 7.18 million shares. In the past 52-week period, the stock has been trading in a range of $9.25 to $15.19.