Pulmuone and Monterey Gourmet Foods Announce Successful Completion of Tender Offer
In accordance with the previously announced merger agreement, Purchaser will exercise the "top-up" option to increase its share ownership percentage of MGF through the purchase of newly-issued shares of MGF.
14 Dec 2009 --- Pulmuone U.S.A., Inc. and Monterey Gourmet Foods, Inc. announced the successful completion of the tender offer by Pulmuone Cornerstone Corporation ("Purchaser"), a wholly owned subsidiary of Pulmuone, for all of the outstanding shares of common stock of MGF. Pulmuone is a U.S. subsidiary of Pulmuone Holdings Co., Ltd, a market leader in the fresh/health foods category in Korea with annual sales of approximately $1 billion.
The depositary for the tender offer has advised Purchaser and MGF that a total of approximately 14,461,736 shares (including 200,934 shares subject to guaranteed delivery procedures), representing approximately 86.1% of the outstanding shares of common stock of MGF, were validly tendered and not withdrawn as of the expiration date. All shares validly tendered in the offer and not properly withdrawn have been accepted for payment, and Purchaser will pay for all such shares promptly.
In accordance with the previously announced merger agreement, Purchaser will exercise the "top-up" option to increase its share ownership percentage of MGF through the purchase of newly-issued shares of MGF common stock at the same $2.70 per share paid in the tender offer in order to allow Pulmuone to effect a short-form merger under Delaware law.
Pulmuone intends to effect a short-form merger under Delaware law, in which MGF will become a wholly owned subsidiary of Pulmuone. As a result of the merger, any shares of MGF common stock (other than shares held in the treasury of MGF or by Pulmuone, Purchaser or any of their subsidiaries, and shares of MGF common stock held by stockholders who properly demand appraisal rights) will be cancelled and the holders will receive the same $2.70 per share price that was paid in the tender offer, net to the holder in cash, without interest and less any required withholding taxes. Following the merger, MGF common stock will cease to be traded on the NASDAQ Global Market.
