Viterra Announces Regulatory Clearance for Its Planned Acquisition of Dakota Growers Pasta Company
Viterra and Dakota Growers announced on March 10, 2010 a definitive merger agreement whereby Viterra would acquire Dakota Growers in a cash tender offer and subsequent merger.
7 Apr 2010 --- Viterra Inc. announced that it has received regulatory clearance from the U.S. Federal Trade Commission regarding Viterra's planned acquisition of Dakota Growers Pasta Company, Inc. The Commission has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act with respect to Viterra's planned acquisition of Dakota Growers, first announced in March 2010.
The HSR Act provides the U.S. federal government with the opportunity to engage in a prior review of the potential effects on competition of certain mergers, acquisitions or other consolidations.
Viterra and Dakota Growers announced on March 10, 2010 a definitive merger agreement whereby Viterra would acquire Dakota Growers in a cash tender offer and subsequent merger. A wholly owned subsidiary of Viterra initiated a cash tender offer on March 23, 2010 (the "Offer") to purchase all outstanding shares of common stock of Dakota Growers and all outstanding shares of Series D preferred stock of Dakota Growers. The Offer will expire at midnight (EDT) on May 3, 2010, unless extended in accordance with the terms of the merger agreement with Dakota Growers and the applicable rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). Termination of the waiting period under the HSR Act satisfies one of the conditions to the closing of the Offer. The closing of the Offer is also conditioned on the tender of more than 50 percent of the outstanding shares of common stock of Dakota Growers measured on a fully diluted basis and other customary closing conditions.
Under the Offer, stockholders of Dakota Growers will receive $18.28 in cash for each share of Dakota Growers common stock and $0.10 in cash for each share of Dakota Growers Series D preferred stock validly tendered in the offer and not subsequently withdrawn, in each case without interest and less any required withholding taxes.
Wells Fargo Bank, N.A. is the depositary for the Offer and Kingsdale Shareholder Services Inc. is the information agent for the Offer.
