Cruzan International receives merger proposal
The Absolut Spirits Company, Inc. has submitted a proposed Agreement and Plan of Merger pursuant to which a wholly-owned subsidiary of ASCI would merge with and into the Company.
11/07/05 Cruzan International, Inc., producer and distributor of the Cruzan line of rums from the Virgin Islands and a leading distiller of rum and brandy, and importer and marketer of premium branded spirits, has announced that The Absolut Spirits Company, Inc., a Delaware corporation, a wholly-owned subsidiary of V&S Vin & Sprit AB, has submitted a proposed Agreement and Plan of Merger pursuant to which a wholly-owned subsidiary of ASCI would merge with and into the Company, and each issued share of Company common stock would be converted into the right to receive $28.37 in cash.
The proposed conversion price is equal to the proposed per share cash consideration to be paid to Angostura, Ltd. by ASCI in exchange for Angostura's controlling interest in the Company, pursuant to a previously-announced Stock Purchase Agreement between Angostura and V&S.
The ASCI Proposal is conditioned upon, among other things, receipt of appropriate stockholder and regulatory approvals.
The Company's board of directors and its Special Committee consisting solely of independent directors intend to evaluate the ASCI Proposal in a manner consistent with their fiduciary duties. The Company cannot assure that the ASCI Proposal will result in a definitive agreement with ASCI, or that any merger under such a definitive agreement will be consummated. If the Company's board of directors determines that the terms of the ASCI Proposal are fair to Company stockholders, and enters into a definitive agreement with ASCI, the Company will call a Special Meeting of its stockholders and file a proxy statement and other relevant documents concerning the ASCI Proposal with the Securities and Exchange Commission.
