Dole agreed Monday, Aug. 12, to be acquired by its chairman and chief executive in a deal valuing the company at $1.6 billion.
The enterprise value includes a $13.50 per share in cash offer, which is $1.50 above Murdock's initial $12 per share offer made on June 10, initially valuing Dole at about $1.5 billion. The agreed-to offer is also a 32% premium over the $10.20 per share the fruit giant's stock traded at prior to that $1.5 billion offer. It is valued at about 11.5 times estimated EBITDA.
When Murdock made his offer he owned about 40% of Dole's shares. Murdock pledged not to proceed with his offer unless it was approved by a committee of independent directors and backed by a majority of independent shares.He engaged Deutsche Bank AG's (DOLE) Eric Brook, Rick Grellier and Joseph DiMondi for advice on the transaction. Dole's board, excluding Murdock, unanimously approved the agreement. The bid is subject to a 30-day go-shop period. On June 25, Dole appointed a special committee led by board member Andrew Conrad and hired investment bank Lazard as its financial adviser and Sullivan & Cromwell as its legal advisor. This is the billionaire's second stab at taking Dole private, having acquired it in 2002 for $2.5 billion and then taking it public again in 2009, raising about $446 million. When Murdock made his offer on June 10, the fruit and vegetable purveyor had reported declining earnings, with a $67 million net loss for the quarter ended in March, compared to a profit of $16 million for the same period a year earlier. The company's EBITDA of $162 million last year is projected to fall to $139 million this year, according to Bloomberg data. In July 2012 Dole launched a strategic review, hiring Deutsche Bank Securities and Wells Fargo Securities International for financial advice. Murdock's history with Dole stretched back to 1985 when he became chairman and CEO after taking control of Castle & Cooke, and then secured that control when he merged it with Flexi-Van Corp. in 1985.