Del Monte Foods Company Announces Receipt of Requisite Consents for $300 Million Tender Offer and Consent Solicitation.SAN FRANCISCO San Francisco (săn frănsĭs`kō), city (1990 pop. 723,959), coextensive with San Francisco co., W Calif., on the tip of a peninsula between the Pacific Ocean and San Francisco Bay, which are connected by the strait known as the Golden -- Del Monte Foods Del Monte Foods (NYSE: DLM) is an American food production and distribution company based in San Francisco, California. It offers canned goods in Del Monte, S&W and Contadina brands, pet foods under Kibbles n' Bits, 9Lives, Pounce, Milk-Bone and several premium brands, Company (the "Company") announced today that the consent date and time in connection with the consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with and related cash tender offer (together the "Offer") by its wholly-owned subsidiary Del Monte Corporation ("Del Monte") for $300 million of Del Monte's outstanding 9 1/4% Senior Subordinated Notes due 2011 (CUSIP CUSIP See: Committee on Uniform Securities Identification Procedures CUSIP See Committee on Uniform Securities Identification Procedures. No. 245217AK0) (the "Notes") occurred today at 5 p.m. Eastern time. As of today's consent time, Del Monte had received tenders of notes and deliveries of related consents from holders of approximately $297 million aggregate principal amount of the Notes (representing 99.05% of the outstanding principal amount thereof). The supplemental indenture relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the Notes has been executed by Del Monte, the guarantors, and the trustee for the Notes, but will not become operative until after the Notes are accepted for purchase and payment pursuant to the tender offer. As previously announced, the tender offer will expire at 12:00 midnight Eastern time on February 7, 2005 (the "Expiration Time Expiration time The time of day by which all exercise notices must be received on the expiration date. Technically, the expiration time is currently 11:59AM on the expiration date, but public holders of option contracts must indicate their desire to exercise no later than 5:30PM on "), subject to Del Monte's option to extend the Expiration Time. Tenders of Notes made prior to today's consent time may no longer be withdrawn except in limited circumstances. Holders of Notes tendered after today's consent time will not be entitled to the consent payment of $40 per $1,000 aggregate principal amount of Notes. The tender offer and consent solicitation remains subject to a number of conditions which are set forth in the Offer to Purchase, including without limitation, Del Monte having obtained debt financing Debt Financing When a firm raises money for working capital or capital expenditures by selling bonds, bills, or notes to individual and/or institutional investors. In return for lending the money, the individuals or institutions become creditors and receive a promise to repay on terms acceptable to Del Monte, as more fully described in the Offer to Purchase. Del Monte has engaged Morgan Stanley  To comply with Wikipedia's , the introduction of this article needs a complete rewrite. and Banc of America Securities as Joint Dealer Managers and Solicitation Agents for the Tender Offer and Consent Solicitation. Persons with questions regarding the Tender Offer or the Consent Solicitation should be directed to Morgan Stanley at 800-624-1808 (U.S. toll-free) or 212-761-1941 (collect), attention: Francesco Cipollone or Banc of America Securities at 888-292-0070 (U.S. toll-free) or 212-847-5834 (collect), attention: High Yield Special Products. Requests for documents should be directed to Georgeson Shareholder Communications, the Information Agent, at 877-484-8195 or 800-377-9583 (U.S. toll-free) or 212-440-9800. This press release does not constitute an offer to purchase the Notes or a solicitation of consents to amend the related indenture. The Offer is made solely by the Offer to Purchase. Company Information and Forward Looking Statements Del Monte is one of the country's largest and most well-known producers, distributors and marketers of premium quality, branded and private label food and pet products for the U.S. retail market, generating over $3 billion in net sales Net Sales The amount a seller receives from the buyer after costs associated with the sale are deducted. Notes: This amount is calculated by subtracting the following items from gross sales: merchandise returned for credit, allowances for damaged or missing goods, freight in fiscal 2004. With a powerful portfolio of brands including Del Monte(R), Contadina(R), StarKist(R), S&W(R), Nature's Goodness(TM), College Inn(R), 9Lives(R), Kibbles 'n Bits Kibbles 'n Bits is a brand name of dog food manufactured and marketed by Del Monte Foods. It was originally created in 1981 as the first dual textured dog food, having soft chewy pieces as well as hard crunchy ones. In 1995, the brand was acquired by Del Monte. (R), Pup-Peroni(R), Snausages(R), and NawSomes! (R), Del Monte products are found in nine out of ten American households. For more information on Del Monte Foods Company, visit the Company's Web site at www.delmonte.com. This press release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. conveying management's expectations as to the future based on plans, estimates and projections at the time the Company makes the statements. Forward-looking statements involve inherent risks and uncertainties and the Company cautions you that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. The forward-looking statements contained in this press release include statements related to the Offer, including the Expiration Time and possible completion of the Offer. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company does not undertake to update any of these statements in light of new information or future events. |
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