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Dole buyout under investigation

Fresh produce giant set to form committee of independent directors who will assess value of proposed share offer

Dole buyout under investigation
David Murdock of Dole

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New York-based law firm Tripp Levy is investigating a proposed management buyout of the world's largest fresh produce supplier, Dole Food Company.

In a statement, a spokesperson for Tripp Levy said concerns had been raised about the possibility that such an acquisition might undervalue Dole.

David Murdock, Dole's chairman and chief executive, owns 40 per cent of the company's common stock and is now seeking to buy the remaining shares that he does not already own for US$12 per share.

The investigation apparently focuses on whether, in his role as the company's largest shareholder, Murdock and other members of the board of directors are breaching fiduciary duties by selling the company to Murdock at a "potential unfairly low price".

"Indeed, Murdock has inherent conflicts of interest in buying the company for himself, while his fiduciary duties are to obtain the highest price possible for shareholders," the spokesperson said.

"The investigation concerns whether Murdock is engaging for his own self-interests to the detriment of shareholders. The investigation also concerns whether the other members of the board of directors will engage in a full and fair process so that shareholders obtain the maximum value for their shares."

Dole confirmed it had received a buyout offer from Murdock, a move which would effectively privatise the company.

The proposed deal, which represents a premium on the share price as of Tuesday afternoon, would value Dole at around US$1.5bn including debt.

Dole's shares rose above US$12 on Tuesday before slipping back to around US$11 later in the day.

It is understood that Dole's board will meet in the coming days to form a special committee of independent directors that will consider the proposal.

"The process of considering the proposal is only in its beginning stages," Dole commented. "No decisions whatsoever have been made by the board of directors in respect of the company's response, if any, to the proposal."

Murdock said he would only press ahead with the deal if the committee found it to be in shareholders' best interest, adding that he had received a "highly confident" letter from Deutsche Bank regarding the possible financing of such a deal.

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