Fresh Del Monte Produce has announced that it is commencing a modified “Dutch auction” tender offer to purchase its outstanding ordinary shares, subject to the terms and conditions of the tender offer.
The tender offer will expire at 11:59 pm, New York City time, on 2 December 2014, unless extended or terminated by the Company.
Fresh Del Monte is offering to purchase shares having an aggregate purchase price not exceeding US$175m.
'Pursuant to the tender offer, the Company’s shareholders may tender all or a portion of their shares (1) at a price specified by the tendering shareholder of not less than US$30.50 nor greater than US$34.50 per share, or (2) without specifying a purchase price, in which case their shares will be purchased at the purchase price determined in accordance with the tender offer,' the group noted. 'When the tender offer expires, the Company will determine the lowest price within the range of prices specified above (the “purchase price”) enabling the Company to purchase the number of shares of its outstanding ordinary shares having an aggregate purchase price not exceeding US$175m.'
The group noted that shareholders would receive the purchase price in cash, subject to applicable withholding and without interest, for shares tendered at prices equal to or less than the purchase price, subject to the conditions of the tender offer, including the provisions relating to proration, “odd lot” priority and conditional tenders.
All shares purchased by the Company will be purchased at the same price, and all shares tendered at prices higher than the purchase price will be promptly returned to shareholders after the expiration of the offer and determination of the purchase price.
'The Company’s board of directors has authorised the tender offer,' the group confirmed. 'However, none of the Company, the Company’s board of directors, the dealer manager, the information agent or the depositary makes any recommendation to shareholders as to whether to tender or refrain from tendering their shares or as to the price or prices at which shareholders may choose to tender their shares. No person is authorised to make any such recommendation. Shareholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender and the price or prices at which their shares should be tendered.'
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