Imperial Sugar Company (NASDAQ: IPSU) (“Imperial Sugar”) and Louis Dreyfus Commodities LLC today announced a definitive agreement under which a subsidiary of Louis Dreyfus Commodities LLC will acquire Imperial Sugar through a cash tender offer and second step merger at $6.35 per share. The $6.35 per share represents a 57% premium to Imperial Sugar’s closing stock price on April 30, 2012, the last trading day prior to today’s announcement, and a 50% premium to Imperial Sugar’s trailing 30-day volume weighted average stock price.
The proposed transaction has been unanimously approved by Imperial Sugar’s board of directors, who have agreed to recommend that Imperial Sugar’s common shareholders tender their shares in the offer. The all-cash transaction represents a value of approximately $203 million, including the assumption of debt and pension liabilities.
John Sheptor, President and Chief Executive Officer of Imperial Sugar, said, “This is a compelling transaction that delivers significant value for our shareholders while offering financial stability and organizational resources to allow us to continue to meet the needs of our customers.”
Mikael Morn, Chief Executive Officer of Louis Dreyfus Commodities LLC, said, “Imperial Sugar is a well-established operator in the sugar industry in North America, and we see an excellent strategic fit with Louis Dreyfus Commodities LLC. This transaction is an important step forward in our plan to grow and diversify our global sugar activities from sugar cane crushing and international sugar trading into sugar refining and distribution in major consumer markets.”
Under the terms of the merger agreement, Louis Dreyfus Commodities LLC will commence a cash tender offer no later than May 11, 2012. The closing of the transaction is expected to occur during the second calendar quarter of 2012, and is subject to the satisfaction of customary closing conditions, including expiration of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act and a minimum tender of at least 66
% of the Company’s total shares outstanding. Louis Dreyfus Commodities LLC will be funding the transaction through available cash and existing credit lines and the offer will not be subject to a financing condition.
Perella Weinberg Partners LP is acting as exclusive financial advisor to Imperial Sugar and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor. Barclays is acting as exclusive financial advisor to Louis Dreyfus Commodities LLC and McGrath North Mullin & Kratz, PC LLO is acting as legal advisor.