Provides Update on Status of Transaction
WESTLAKE VILLAGE, Calif.--(BUSINESS WIRE)--Oct. 18, 2013--
Dole Food Company, Inc. (NYSE:DOLE) today announced that Institutional
Shareholder Services (“ISS”), a leading proxy advisory firm, issued its
report recommending that Dole shareholders support its previously
announced merger agreement with David H. Murdock, Dole’s Chairman and
Chief Executive Officer. In its report dated October 16, 2013, ISS gave
its recommendation to “[V]ote FOR the proposed transaction in light of
the meaningful premium offered to Dole’s unaffiliated shareholders.”*
The Special Meeting of Stockholders to approve the merger will be held
on October 31, 2013. Dole expects to close the transaction later that
day or the next day assuming receipt of the requisite shareholder vote.
No alternative transaction proposals from third parties have been
received to date. As disclosed in Dole’s definitive proxy statement, Mr.
Murdock has a binding financing commitment for the transactions
contemplated by the merger agreement.
Dole’s Board of Directors and the Special Committee strongly encourage
all shareholders of record as of September 27, 2013 to vote their shares
FOR the merger transaction promptly to be sure their shares are
represented at the Special Meeting. All shareholders regardless of the
number of shares they own are asked to vote by internet, telephone or
mail. Shareholders who have any questions, or need additional copies of
Dole’s proxy materials are encouraged to contact D.F. King Co., Inc.
toll free at (800) 859-8511.
Additional Information
Dole has filed a definitive proxy statement with the SEC and mailed it
to stockholders. Stockholders are urged to read carefully the proxy
statement and any other relevant documents filed with the SEC in
connection with the proposed merger or incorporated by reference in the
proxy statement, because they will contain important information about
Dole and the proposed merger. In addition to receiving the proxy
statement from Dole by mail, stockholders will also be able to obtain
the proxy statement, as well as other relevant documents, without
charge, from the SEC by going to the SEC’s website at www.sec.gov
or, without charge, from Dole by going to Dole’s Investor Relations
website at http://investors.dole.com.
Dole and its executive officers, directors and certain other members of
management and employees may be deemed to be “participants” in the
solicitation of proxies from Dole’s stockholders with respect to the
proposed merger. Information regarding the persons who may, under the
rules of the SEC, be considered participants in the solicitation of the
stockholders of Dole in connection with the proposed merger is set forth
in the proxy statement and the other relevant documents filed with the
SEC. You can find information about Dole’s executive officers and
directors in its Annual Report on Form 10–K for the fiscal year ended
December 29, 2012, and in its definitive annual stockholder meeting
proxy statement filed with the SEC on Schedule 14A on April 12, 2013.
About Dole Food Company, Inc.
Dole Food Company, Inc., with 2012 revenues from continuing operations
of $4.2 billion, is one of the world’s largest producers and marketers
of high-quality fresh fruit and fresh vegetables. Dole is an industry
leader in many of the products it sells, as well as in nutrition
education and research. For more information, please visit www.dole.com
or http://investors.dole.com.
Forward-Looking Statements
This release contains “forward-looking statements” within the meaning of
the Private Securities Litigation Reform Act of 1995. Such statements
relate to a variety of matters, including, but not limited to, the
timing and anticipated completion of the proposed merger and other
statements that are not purely statements of historical fact. These
forward-looking statements are made on the basis of the current beliefs,
expectations and assumptions of the management of Dole and are subject
to significant risks and uncertainty. Readers are cautioned not to place
undue reliance on any such forward-looking statements.
Factors that could cause actual results to differ materially from the
forward-looking statements contained herein include, but are not limited
to: risks arising from the proposed merger’s diversion of management’s
attention from Dole’s ongoing business operations; potential adverse
reactions or changes to business or employee relationships resulting
from the announcement or completion of the proposed merger; litigation
or adverse judgments relating to the proposed merger; risks relating to
the consummation of the proposed merger, including the risk that the
required stockholder approval might not be obtained in a timely manner
or at all or that other closing conditions will not be satisfied; any
difficulties associated with requests or directions from governmental
authorities resulting from their review of the proposed merger; the
possibility that competing offers for the businesses will be made; the
amount of the costs, fees, expenses and charges related to the merger
agreement or proposed merger; the failure to obtain the necessary
financing for the proposed merger; risks that Dole’s stock price may
decline significantly if the proposed merger is not completed; and any
changes in general economic and/or industry-specific conditions.
Certain of these and other risks and uncertainties that could cause
actual results to differ materially from those described in the
forward-looking statements are set forth in the documents filed by Dole
with the SEC, including Dole’s Annual Report on Form 10-K under the
heading “Risk Factors.” All forward-looking statements contained in this
press release speak only as of the date on which they were made. Dole
undertakes no obligation to update such statements to reflect events
that occur or circumstances that exist after the date on which they were
made.
* Permission to quote from the ISS report was neither sought nor
obtained.
Source: Dole Food Company, Inc.
Dole Food Company, Inc.
C. Michael Carter
818-879-6801
