Sara Lee Corp. (Sara Lee) (NYSE: SLE) today announced that its board of directors has unanimously approved the separation of its international Coffee & Tea business (“CoffeeCo”) from Sara Lee Corp. The Sara Lee board has also approved a 1-for-5 reverse stock split of shares of Sara Lee common stock to take effect immediately after the separation. The separation will be effected as follows:
- A distribution of the CoffeeCo common stock will be made after market close on June 28, 2012 (the “distribution date”) to our exchange agent on behalf of the Sara Lee shareholders of record as of the close of business on June 14, 2012 (the “record date”).
- Immediately after the distribution of the CoffeeCo common stock, CoffeeCo will pay a $3.00 per share special dividend. The dividend will be paid to CoffeeCo’s shareholders of record as of the time immediately after the distribution of the CoffeeCo common stock, which are the Sara Lee shareholders of record as of the close of business on the record date.
- After the distribution of the $3.00 special dividend, CoffeeCo will merge with a subsidiary of D.E MASTER BLENDERS 1753 N.V., the ordinary shares of D.E MASTER BLENDERS 1753 will be exchanged for the shares of CoffeeCo common stock and all of the ordinary shares of D.E MASTER BLENDERS 1753 will be distributed to the CoffeeCo shareholders, which are the Sara Lee shareholders of record as of the close of business on the record date.
- Sara Lee shareholders of record on the record date will receive one ordinary share of D.E MASTER BLENDERS 1753 for each share of Sara Lee common stock they hold.
Distribution of D.E MASTER BLENDERS 1753 Shares and Special Cash Dividend
No action is required by Sara Lee shareholders as of the record date to receive their ordinary shares of D.E MASTER BLENDERS 1753 and the $3.00 special dividend. A prospectus containing information regarding the procedures by which the separation will be effected and other details of the transactions is contained in the Registration Statement on Form F-1 (Registration No. 333-179839), as filed by D.E MASTER BLENDERS 1753 with the Securities and Exchange Commission (SEC) and available on the SEC’s website at www.sec.gov (the “Registration Statement”).
No fractional D.E MASTER BLENDERS 1753 ordinary shares will be distributed to Sara Lee shareholders. Instead, the amount of fractional D.E MASTER BLENDERS 1753 ordinary shares that would otherwise have been distributed will be aggregated and sold in the open market, with the net proceeds distributed pro rata in the form of cash payments to shareholders who would otherwise have been entitled to receive a fractional ordinary share of D.E MASTER BLENDERS 1753.
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