PARSIPPANY, N.J. -- Pinnacle Foods Inc. said that it has extended its tender offer, announced in November, to purchase all outstanding shares of Boulder Brands Inc. for $11 per share in cash.
Boulder Brands’ health and wellness platform consists of brands that target specific health trends: the Glutino and Udi's Gluten Free brands for gluten-free diets; the Earth Balance brand for plant-based diets; EVOL foods for consumers seeking simple and pure ingredients; and the Smart Balance brand for heart healthier diets.
All terms and conditions of the tender offer, other than the expiration date, remain the same.
Unless extended further, the tender offer will now expire at midnight Eastern time, on Jan. 15, 2016. It was previously scheduled to expire at midnight on Jan. 7, 2016.
The company extended the tender offer was extended in accordance with the terms of the merger agreement between Pinnacle and Boulder because the bank marketing period in connection with Pinnacle's debt financing for the transaction would not have ended prior to the previously scheduled expiration date of the tender offer.
As of midnight on Jan. 7, approximately 56,409,889 shares had been tendered and not withdrawn, representing approximately 86.5% of Boulder's outstanding shares of common stock.
The completion of the tender offer is subject to the tender of at least a majority of Boulder's outstanding shares of common stock (on a fully diluted basis) and other customary closing conditions, including receipt of regulatory clearances.
As promptly as practicable following the completion of the tender offer, Pinnacle will acquire all remaining Boulder shares through a merger of one of its wholly owned subsidiaries into Boulder at the tender offer price, it said.
Pinnacle filed a tender offer statement with the U.S. Securities & Exchange Commission (SEC) on Dec. 9, 2015. Additionally, Boulder has filed a solicitation/recommendation statement that includes the unanimous recommendation of Boulder's board of directors that Boulder stockholders accept the tender offer and tender their Boulder shares.
Pinnacle Foods is a leading producer, marketer and distributor of branded food products. Based in Parsippany, N.J., it is a leader in the shelf-stable and frozen-foods segments. Its Birds Eye Frozen segment manages brands such as Birds Eye, gardein, Birds Eye Steamfresh, C&W, McKenzie's, and Freshlike frozen vegetables, Birds Eye Voila! complete bagged frozen meals, Van de Kamp's and Mrs. Paul's frozen prepared seafood, Hungry-Man frozen dinners and entrees, Aunt Jemima frozen breakfasts, Lender's frozen and refrigerated bagels, and Celeste frozen pizza. Its Duncan Hines Grocery segment manages brands such as Duncan Hines baking mixes and frostings, Vlasic and Vlasic Farmer's Garden shelf-stable pickles, Wish-Bone and Western salad dressings, Mrs. Butterworth's and Log Cabin syrups, Armour canned meats, Brooks and Nalley chili and ingredients, Duncan Hines Comstock and Wilderness pie and pastry fruit fillings and Open Pit barbecue sauces. Its Specialty Foods segment manages Tim's Cascade Snacks, Hawaiian kettle style potato chips, Erin's popcorn, Snyder of Berlin and Husman's snacks and its foodservice and private-label businesses.
Members help make our journalism possible. Become a CSP member today and unlock exclusive benefits, including unlimited access to all of our content. Sign up here.