Dole Food Company, Inc. DOLE announced that it has moved much
closer to completing the sale of its worldwide packaged foods and Asia fresh
businesses to ITOCHU Corporation for $1.685 billion in cash, with stockholder
approval of the sale at today's special meeting of stockholders held at the
Dole headquarters in Westlake Village, California. The transaction has already
received required regulatory approval in six of seven reviewing countries, and
both Dole and ITOCHU are continuing to work toward consummating the sale by
December 31, 2012, subject to final regulatory approval from China.
The consummation of the sale will result in a substantial portion of Dole's
operations being sold to ITOCHU, with the new Dole having a smaller footprint
with two lines of fresh produce businesses: fresh fruit and fresh vegetables.
The Dole operations will no longer include the worldwide packaged foods and
Asia fresh businesses, resulting in overall revenue for the new Dole in the
approximate $4.2 billion range with revenue from its fresh fruit business line
being reduced in size by approximately 30%.
Dole will be putting in place a new capital structure at the time of
consummation of the sale which, together with substantially all the proceeds
from the sale transaction, will be used to pay off existing indebtedness and
to provide funding for transaction-related taxes, costs and expenses, the
possible settlement of some or all of Dole's long-term Japanese yen hedges,
anticipated post-closing restructuring expenses and other corporate purposes.
It is expected that the new Dole will benefit from a significant reduction in
interest expense and a substantially reduced leverage ratio on a going forward
basis.
Dole also announced planned leadership changes in connection with the sale
transaction. Mr. Murdock will return to the role of Chairman and Chief
Executive Officer, and C. Michael Carter will assume the added role of
President and Chief Operating Officer with all operating and corporate
functions reporting to him. Mr. Carter will also be rejoining Dole's board. In
addition, Keith C. Mitchell, current chief financial officer of Dole's North
American Fresh Fruit business, will become Chief Financial Officer; A.
Charlene Mims, currently responsible for benefits and payroll, will lead Human
Resources; and both Beth Potillo, current Treasurer, and Yoon J. Hugh, current
Controller and Chief Accounting Officer, will become Senior Vice Presidents
with added responsibilities.
As part of the transition, David A. DeLorenzo, current President and Chief
Executive Officer, will be joining ITOCHU to lead the newly acquired Asia
fresh and worldwide packaged foods businesses, and will be leaving Dole's
board. Joseph S. Tesoriero, current Executive Vice President and Chief
Financial Officer, and Sue Hagen, current Senior Vice President Human
Resources, will be leaving Dole in connection with the sale transaction.
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