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Cruzan International, Inc. (AMEX:RUM) (the "Company"),
producer and distributor of the Cruzan line of rums from the Virgin
Islands and a leading distiller of rum and brandy, and importer and
marketer of premium branded spirits, announced today that the Company
has entered into a definitive Agreement and Plan of Merger (the
"Merger Agreement"), pursuant to which Cruzan Acquisition, Inc., a
Delaware corporation ("CAI"), a wholly-owned subsidiary of the
Company's controlling stockholder, The Absolut Spirits Company, Inc.,
a Delaware corporation ("ASCI"), would merge with and into the Company
(the "Merger"), and each issued share of Company common stock (other
than those held by ASCI, CAI or the Company) would be converted into
the right to receive $28.37 in cash.
The Company's board of directors and its Special Committee
consisting solely of independent directors has each unanimously (i)
approved the Merger Agreement and the Merger, (ii) determined that the
terms of the Merger are fair to and in the best interests of the
Company and its stockholders (other than ASCI and CAI), (iii)
recommended that the Company's stockholders adopt and approve the
Merger Agreement and the Merger, and (iv) declared that the Merger
Agreement is advisable.
Approval of the Merger Agreement and the Merger is conditioned
upon the receipt of the affirmative vote of the holders of at least
sixty-six and two-thirds percent (66 2/3%) of the Company's
outstanding common stock not beneficially owned by ASCI or CAI, and
the adoption of the Merger Agreement is conditioned upon the receipt
of the affirmative vote of the holders of at least a majority of the
Company's outstanding common stock. Approval of the Merger Agreement
and the Merger is also conditioned upon, among other things, receipt
of appropriate regulatory approvals.
The Company will call a Special Meeting of its stockholders and
file a proxy statement and other relevant documents concerning the
Merger Agreement and the Merger with the Securities and Exchange
Commission.
Upon signing the Merger Agreement, Jay S. Maltby, Thomas A.
Valdes, D. Chris Mitchell, Joseph R. Cook and Michael A. Carballo each
resigned as a director of the Company, and Mats Andersson, Ola Salmen,
Lisa Derman and Ketil Eriksen were each appointed to serve on the
Company's board effective as of 9:00 a.m. (New York time) on October
11, 2005. Mr. Maltby will continue in his role as President and Chief
Executive Officer and Messrs. Valdes and Mitchell, and all other
members of management, will continue to serve in their current
capacities.
About the Company
Cruzan International, Inc. is a major supplier of rum, brandy and
wine to the beverage alcohol industry. The Company also produces
ultra-premium single-barrel aged rums and tropical rums, vinegar and
other alcohol-related products.
Statements contained in this press release, other than historical
facts, are "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities
and Exchange Act of 1934. The Company intends that such
forward-looking statements shall be subject to the safe harbors
created thereby. These statements involve various risks and
uncertainties, including without limitation those contained in the
section entitled "Risks that May Affect Future Results" in Item 7,
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 2004. As a result, future results
may differ materially from the expected results represented by the
forward looking-statements contained in this press release.