Louis Dreyfus Commodities LLC and Imperial Sugar Company (NASDAQ: IPSU) (“Imperial Sugar”) announced today the successful completion of the tender offer made by Louis Dreyfus Commodities LLC’s subsidiary Louis Dreyfus Commodities Subsidiary Inc. for all of the outstanding shares of common stock of Imperial Sugar at a purchase price of $6.35 per share, net to the seller in cash, without interest, less any applicable withholding taxes as specified in the offer to purchase dated May 11, 2012, as amended, and the related letter of transmittal. The tender offer expired at 5:00 p.m., New York City time, on Tuesday, June 19, 2012.
According to the final report of the depositary for the offer, as of the expiration of the tender offer, a total of 8,779,903 shares of Imperial Sugar common stock were validly tendered and not withdrawn prior to the expiration of the offer, including 369,848 shares delivered pursuant to the guaranteed delivery procedures. The aggregate number of shares validly tendered and not properly withdrawn pursuant to the tender offer exceeds the “minimum condition” and, accordingly, Louis Dreyfus Commodities Subsidiary Inc. accepted for payment all such shares in accordance with the terms of the tender offer and will promptly pay for such shares in accordance with the terms of the tender offer.
Louis Dreyfus Commodities Subsidiary Inc. will promptly exercise the “top-up option” provided in the merger agreement to purchase additional shares from Imperial Sugar, which will allow Louis Dreyfus Commodities LLC’s subsidiary to complete and close the merger and acquisition of Imperial Sugar without stockholder approval. Louis Dreyfus Commodities LLC expects to complete the merger immediately thereafter, at which time Imperial Sugar will become an indirect wholly owned subsidiary of Louis Dreyfus Commodities LLC. All outstanding shares of common stock of Imperial Sugar, other than shares held by Louis Dreyfus Commodities LLC, Louis Dreyfus Commodities Subsidiary Inc., Imperial Sugar or by Imperial Sugar’s stockholders who are entitled to and properly exercise appraisal rights under Texas law, will be canceled and converted into the right to receive cash equal to the $6.35 offer price per share, net in cash, without interest, less any applicable withholding taxes. In addition, upon completion of the merger, the common stock of Imperial Sugar will cease to be traded on the NASDAQ.