Pulmuone Cornerstone Corporation Commences Tender Offer for All Outstanding Shares of Monterey Gourmet Foods, Inc.
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PSTA | Quote | Chart | News | PowerRating -- Pulmuone Cornerstone Corporation ("Purchaser"), a wholly-owned
subsidiary of Pulmuone U.S.A., Inc. ("Pulmuone"), announced today the
commencement of a tender offer for all outstanding shares of common
stock of Monterey Gourmet Foods, Inc. (NASDAQ: PSTA | Quote | Chart | News | PowerRating) ("MGF") for $2.70
in cash per share, without interest and less any applicable withholding
taxes. The tender offer is being made pursuant to the terms of the
Agreement and Plan of Merger, dated as of October 8, 2009, by and among
Pulmuone, Purchaser and MGF (the "Merger Agreement").
The tender offer is scheduled to expire at 12:00 midnight, Eastern Time,
on Thursday, December 10, 2009, unless the tender offer is extended in
accordance with the terms of the Merger Agreement and the applicable
rules and regulations of the Securities and Exchange Commission (the
"SEC"). Following the completion of the tender offer and, if required,
receipt of stockholder approval, Purchaser expects to consummate a
merger in which Purchaser will merge with and into MGF, with MGF
continuing as the surviving corporation, and the remaining MGF
stockholders will receive the same $2.70 cash price per share as paid in
the tender offer. Following consummation of the merger, MGF will cease
to be a public company. The tender offer and merger are subject to
certain closing conditions, including a minimum tender condition.
Today, Purchaser will file with the SEC a tender offer statement that
provides the terms of the tender offer and MGF will file a
Solicitation/Recommendation Statement on Schedule 14D-9.
The Depositary for the tender offer is BNY Mellon Shareowner Services,
480 Washington Boulevard, 27th Floor, Jersey City, New Jersey
07310, Attn: Corporate Actions Department. The Dealer Manager for the
tender offer is Cappello Capital Corp., 100 Wilshire Boulevard, Suite
1200, Santa Monica, California 90401. The Information Agent for the
tender offer is Innisfree M&A Incorporated, 501 Madison Avenue, 20th
Floor, New York, New York 10022 and which also may be reached at (888)
750-5834.
About Pulmuone Holdings Co., Ltd. and Pulmuone Wildwood Inc.
Pulmuone Holdings Co., Ltd., headquartered in Seoul, Korea, is a leading
food manufacturing and retail company that has developed and built the
fresh/health food market in Korea with products with short shelf lives.
Its major products include tofu, fresh noodles, bean sprouts and eggs.
With respect to tofu and bean sprouts, Pulmuone commands leading market
shares in Korea. Pulmuone Holdings Co., Ltd. was established in 1984 and
listed on the KOSPI in 1995, and was named as one of the 30 most
respected companies in Korea in 2008 for its contribution to the "right
foods movement" and management for sustainability. In 2004, Pulmuone
U.S.A., Inc., headquartered in Fullerton, CA, acquired Wildwood Natural
Foods, Inc., a manufacturer of soy foods including tofu, tofu veggie
burgers and soy yogurt and successfully entered the American fresh foods
market. Pulmuone maintains strong manufacturing principles of using no
chemicals, no preservatives and no artificial additives.
Additional Information
This press release is neither an offer to purchase nor a solicitation of
an offer to sell securities. The tender offer is being made pursuant to
a tender offer statement and related materials.
MGF stockholders are advised to read the tender offer statement and
related materials, which have been filed by Purchaser with the SEC. The
tender offer statement (including the Offer to Purchase, letter of
transmittal and related tender offer documents) to be filed by Purchaser
with the SEC and the solicitation/recommendation statement to be filed
by MGF with the SEC contain important information which should be read
carefully before any decision is made with respect to the tender offer.
The tender offer statement will be mailed to all MGF stockholders of
record.
The tender offer statement and related materials may be obtained at no
charge by directing a request by mail to Innisfree M&A Incorporated, 501
Madison Avenue, 20th Floor, New York, New York 10022, or by
calling toll-free at (888) 750-5834, and may also be obtained at no
charge at the website maintained by the SEC at http://www.sec.gov.
This press release may contain "forward-looking statements" as that term
is defined in the Private Securities Litigation Reform Act of 1995,
relating to the acquisition of MGF by Purchaser. Such forward-looking
statements are based on current expectations and involve inherent risks
and uncertainties, including factors that could delay, divert or change
any of them, and could cause actual outcomes and results to differ
materially from current expectations. No forward-looking statement can
be guaranteed. Among other risks, there can be no guarantee that the
acquisition will be completed, or if it is completed, that it will close
within the anticipated time period. Statements that are not historical
facts, including statements preceded by, followed by, or that include
the words "future"; "anticipate"; "potential"; "believe"; or similar
statements are forward-looking statements. Risks and uncertainties
include uncertainties as to the timing of the tender offer and merger;
uncertainties as to how many of the MGF stockholders will tender their
shares in the tender offer; the risk that competing offers will be made;
the possibility that various closing conditions for the transaction may
not be satisfied or waived; and the effects of disruption from the
transaction making it more difficult to maintain relationships with
employees, customers, business partners or governmental entities.
Forward-looking statements in the press release should be evaluated
together with the many uncertainties that affect MGF's business,
particularly those identified in the cautionary factors discussion in
MGF's Annual Report on Form 10-K for the year ended December 31, 2008,
its Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.
Purchaser undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future events, or otherwise.
The information contained in this release is as of November 9, 2009.
Except as required by law, Purchaser does not assume any obligation to
update any forward-looking statements contained in this release as a
result of new information or future events or developments.
SOURCE: Pulmuone U.S.A., Inc.
For Pulmuone U.S.A., Inc.
John Breen, 714-578-1461
Doseok Kim, 714-732-7116
For full details on Monterey Gourmet Foods Inc (PSTA) PSTA. Monterey Gourmet Foods Inc (PSTA) has Short Term PowerRatings at TradingMarkets. Details on Monterey Gourmet Foods Inc (PSTA) Short Term PowerRatings is available at This Link.
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