CoolBrands and Eskimo Pie Amend Merger Agreement.Business Editors TORONTO--(BUSINESS WIRE)--June 1, 2000 CoolBrands International Inc. (formerly Yogen Fruz Yogen Fruz is a world-wide chain of frozen yogurt stores. Yogen Fruz serves a variety of other treats focusing on healthier alternatives. In 1986, two young brothers opened their first retail outlet at the Promenade Mall in Toronto, Canada. World-Wide Incorporated) (TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :YF.A) today reported that it has executed an amendment to the merger agreement entered into on May 3, 2000 with Eskimo Pie Eskimo Pie is a brand name for a chocolate-covered vanilla ice cream bar wrapped in foil, the first such dessert sold in the United States. Danish immigrant Christian Kent Nelson, a schoolteacher and candy store owner, claimed to have received the inspiration for the Eskimo 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 Proxy Materials Documents regulated by the Securities & Exchange Commission in which a public company outlines its methods and procedures. These documents are used to inform shareholders and solicit votes for corporate decisions, such as the election of directors and other relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the special meeting to approve the merger and would run concurrently with the proxy solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual . 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 David J. Haskins (b. April 24, 1957, in Northampton, England) is a British alternative rock musician. He was the bassist for the seminal gothic rock band Bauhaus. Life and work . 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 Adj. 1. agreed upon - constituted or contracted by stipulation or agreement; "stipulatory obligations" stipulatory noncontroversial, uncontroversial - not likely to arouse controversy 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 Betty Crocker, an invented persona and mascot, is a brand name and trademark of American food company General Mills. The name was first developed by the Washburn Crosby Company in 1921 as a way to give a personalized response to consumer product questions. , Trix, Yoplait, Colombo and Yoo Hoo brand names, pursuant to long-term license agreements. |
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