YoCream Signs Agreement to be Acquired by Danone
PORTLAND, Ore., Nov. 24, 2010 /PRNewswire-FirstCall/ -- YoCream International, Inc. (Pink Sheets: YOCM), pioneers in the frozen yogurt industry, today announced that it has entered into a definitive merger agreement with Danone, the world's leading fresh dairy products company, under which a subsidiary of Danone will merge with YoCream, and each outstanding share of YoCream common stock will be converted into the right to receive approximately $39.82 per share in cash (subject to adjustment as described below) representing an enterprise value of YoCream of approximately $103 million. This per share purchase price represents a premium of 38.5% over YoCream's 60-day volume weighted average stock price.
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The Board of Directors of YoCream, acting on the recommendation of a special committee comprised solely of independent directors, has unanimously approved the transaction and recommends that all YoCream shareholders vote their shares to approve the merger.
John Hanna will remain CEO and a director of YoCream following the closing of the transaction and the Company's senior management team will also remain. They, along with one former board member, will retain an ownership interest of approximately 5% in the Company following the closing. The name of the Company will remain YoCream International following the closing.
John Hanna, co-founder and chief executive officer of YoCream stated that, "The Company has been exploring various opportunities for continued growth for some time. This transaction benefits our shareholders by providing them with the opportunity to receive a significant premium for their YoCream shares, and joining the Danone Group represents a natural progression in our corporate achievement to provide healthful live and active cultured frozen yogurt to consumers in the US and abroad." Hanna added, "We have continued our strong track record of innovation in this category and appreciate that Danone has recognized our leadership role for frozen yogurt in the foodservice industry."
The purchase price is subject to adjustment depending on the amounts of YoCream's net indebtedness and net working capital at closing, and approximately 1.5% of the purchase price will be retained in escrow for up to 90 days to satisfy this adjustment and approximately 10% of the purchase price will be retained for up to two years to satisfy any post-closing indemnification claims.
YoCream expects the transaction to close before December 28, 2010. If the closing does not occur by the end of the year because of failure to obtain the required regulatory clearances, YoCream shareholders will receive an additional $0.97 per share if capital gains tax rates are higher on April 15, 2011, than they were on December 31, 2010.
The transaction is subject to the satisfaction of customary closing conditions, as well as the approval of YoCream's shareholders. YoCream shareholders holding approximately 77% of YoCream's outstanding shares of common stock have agreed to vote their shares in favor of the merger (so long as the merger agreement remains in effect) at a special meeting of YoCream shareholders, which is expected to be held in late December. The Company will distribute a proxy statement to all its shareholders in the near future, which will contain more detailed information about the transaction. Shareholders should read this proxy statement carefully. D.A. Davidson & Co. is serving as YoCream's investment banking advisor and rendered a written fairness opinion to YoCream's board of directors in conjunction with the transaction.
About YoCream
YoCream International, Inc. is a world leader in the frozen yogurt industry. Since 1977, YoCream has pioneered the innovation, production and marketing of frozen yogurt and fruit-based frozen desserts and beverages. The Company operates a state-of-the-art production facility in Portland, Oregon, to manufacture its "true" frozen yogurt, which contains real yogurt that is fermented and cultured on site daily. The Company offers over 110 flavors of frozen yogurt, ice cream, frozen custard, sorbet, smoothies, frozen carbonated beverages, slushes and frozen drink mixes. In addition to the YoCream brand, the Company also provides other branded flavors such as Hershey's™ (e.g. Hershey's™ Kisses™, Reese's™, York™, Jolly Rancher™, Twizzlers™, Bubble Yum™) and Rockstar™ under exclusive licenses. YoCream's end-user customers number in the thousands and include marquee convenience stores, quality quick service restaurants, warehouse stores, prestigious eating establishments, large grocery chains, frozen yogurt shops, colleges, military and government foodservice locations, international restaurants and neighborhood stores involving over 250 specialty and full line distributors in the supply chain. YoCream also sells its frozen yogurt products in 17 foreign countries which represents approximately 4% of the Company's Net Sales in 2010.
About Danone
Danone is a Fortune 500 company and one of the most successful healthy food companies in the world. Its mission is to bring health through food to as many people as possible. Fulfilling this mission is a major contributor to Danone's continuous strong growth. Danone, with 160 plants and around 80,000 employees, has a presence in all five continents and over 120 countries. In 2009, Danone recorded euro 15 billion in sales. Danone enjoys leading positions on healthy food in four businesses: fresh dairy products (n°1 worldwide), water (n° 2 on the packaged water market), baby nutrition (n°2 worldwide) and medical nutrition. Listed on Euronext Paris, Danone is also ranked among the main indices of social responsibility: Dow Jones Sustainability Index Stoxx and World, ASPI Eurozone and Ethibel Sustainability index.
Forward-Looking Statements
Statements in this press release by John Hanna are "forward-looking" statements within the meaning of the Securities Litigation Reform Act of 1995 and Section 21E of the Exchange Act that are based on current expectations, estimates and projections about our business, management's beliefs, and assumptions made by management. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements as a result of a variety of important factors. The forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected as a result of a number of factors, including the possibility that the transaction may not close or that the companies may be required to modify aspects of the transaction to achieve regulatory approval, the possibility that the company may fail to effect the anticipated synergies and cost savings may differ from projections, and changes in general economic conditions. Such forward-looking statements speak only as of the date on which they are made and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release. If we do update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections with respect thereto or with respect to other forward-looking statements.
SOURCE YoCream International, Inc.
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