UPDATE: Dean Foods Effects 1-for-2 Reverse Stock Split And Reiterates Third Quarter And Full Year 2013 Guidance On A Post-Split Basis
Dean Foods Company (NYSE: DF) today announced the effectiveness of its 1-for-2 reverse stock split of issued Dean Foods common stock, which became effective at 4:15PM Eastern Time today. Dean Foods common stock will begin trading on a split-adjusted basis on the New York Stock Exchange (NYSE) at the opening of trading tomorrow, August 27, 2013.
Also today, Dean Foods reiterated its financial guidance for the third quarter of 2013 while updating the figures to account for the impact of the reverse stock split. "We previously announced our expectation of adjusted diluted earnings of $0.05 to $0.08 per share during the third quarter of 2013 on a pre-split basis. On a post-split basis, this translates to expected adjusted diluted earnings of $0.10 to $0.16 per share for the third quarter of 2013. In addition, our prior full year 2013 guidance of adjusted diluted earnings of $0.47 to $0.53 per share on a pre-split basis translates to adjusted diluted earnings per share of $0.94 to $1.06 on a post-split basis," stated Chris Bellairs, Chief Financial Officer of Dean Foods.
As previously disclosed, upon effectiveness of the reverse stock split, every two shares of issued Dean Foods common stock (including shares of common stock held in the Company's treasury) were automatically combined into one share of common stock.
No fractional shares were issued in connection with the reverse stock split. Stockholders who would otherwise be entitled to receive a fractional share of Dean Foods common stock are entitled to receive a cash payment in lieu of the fractional share. Computershare is acting as the Company's Exchange Agent in connection with the reverse stock split. Stockholders will receive the notices, forms and instructions regarding the exchange of their certificates reflecting pre-split shares for certificates reflecting post-split shares from the Exchange Agent or their broker.
The Company intends to submit a proposal at the Company's 2014 Annual Meeting of Stockholders to amend its certificate of incorporation to reduce the authorized shares of common stock of the Company by the same 1-for-2 ratio as determined in the reverse stock split. Additional information on the treatment of fractional shares and other effects of the reverse split can be found in Dean Foods' definitive proxy statement filed with the Securities and Exchange Commission on April 12, 2013. Dean Foods' stockholders granted the Board of Directors discretionary authority to effect this reverse stock split at the Company's Annual Stockholders Meeting on May 15, 2013.
Some of the statements in this press release are "forward-looking" and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These "forward-looking" statements include statements relating to, among other things, Dean Foods' expected adjusted diluted earnings. These statements involve risks and uncertainties that may cause results to differ materially from the statements set forth in this press release. For risks and uncertainties that may cause actual results to differ from the forward-looking statements contained in this press release, see the "Risk Factors" section of the Company's most recent Annual Report on Form 10-K filed with the SEC. The forward-looking statements in this press release speak only as of the date of this release. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to such statements to reflect any change in its expectations with regard thereto or any changes in the events, conditions or circumstances on which any such statement is based.
ABOUT DEAN FOODS
Dean Foods® is a leading food and beverage company in the United States and is the nation's largest processor and direct-to-store distributor of fluid milk. Headquartered in Dallas, Texas, the Dean Foods portfolio includes TruMoo®, the leading national flavored milk brand, along with well-known regional dairy brands such as Alta Dena®, Berkeley Farms®, Country Fresh®, Dean's®, Garelick Farms®, LAND O LAKES® milk and cultured products*, Lehigh Valley Dairy Farms®, Mayfield®, McArthur®, Meadow Gold®, Oak Farms®, Pet®, T.G. Lee®, Tuscan® and more. In all, Dean Foods has more than 50 local and regional dairy brands and private labels. Dean Foods also makes and distributes ice cream, cultured products, juices, teas, and bottled water. Nearly 19,000 employees across the country work every day to make Dean Foods the most admired and trusted provider of wholesome, great-tasting dairy products at every occasion. For more information about Dean Foods and its brands, visit www.deanfoods.com.
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