Dreyers Ice Cream (NASDAQ:DRYR)
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From Jul 2019 to Jul 2024
Dreyer's Grand Ice Cream Holdings, Inc. ("Dreyer's")
(NNM:DRYR) announced today that, as a result of the exercise of a put
right (the "Put Right") by certain holders of Dreyer's Class A
Callable Puttable Common Stock (the "Class A Shares") to require
Dreyer's to purchase their Class A Shares, Nestle Ice Holdings, Inc.
("Nestle Ice"), has become the owner of in excess of 90% of Dreyer's
outstanding voting stock. Nestle Ice is a wholly-owned indirect
subsidiary of Nestle Holdings, Inc. ("Nestle Holdings"), which
provided funds to pay the purchase price for the exercise of a Put
Right.
In accordance with the terms of Dreyer's certificate of
incorporation, all Class A Shares for which the Put Right was not
exercised have been automatically converted into shares of Dreyer's
Class B Common Stock (the "Class B Shares"). As a result of the
conversion, no Class A Shares remain outstanding and Dreyer's has
filed a Form 15 with the Securities and Exchange Commission to
terminate the registration of the Class A Shares under the Securities
Exchange Act of 1934, as amended, and requested that trading of the
Class A Shares on the NASDAQ National Market System ("NASDAQ") cease
effective as of the close of trading on NASDAQ on Tuesday, January 17,
2006. As previously discussed in Dreyer's press release dated January
13, 2006, in addition to the conversion of the Class A Shares, as
provided under a governance agreement by and among Dreyer's, Nestle
S.A., a corporation organized under the laws of Switzerland, and
Nestle Holdings, since Nestle Ice now owns at least 90% of Dreyer's
outstanding voting stock, Nestle is obligated to cause a short form
merger between Nestle Holdings (or an affiliate) and Dreyer's. Nestle
Holdings has affirmed its intent to cause Nestle Ice to effect a short
form merger with Dreyer's. Accordingly, it is anticipated that as soon
as practicable on January 18, 2006, Nestle Ice will be merged with and
into Dreyer's, with Dreyer's being the surviving corporation and
becoming a wholly-owned indirect subsidiary of Nestle Holdings. At the
effective time of the merger, all then outstanding Class B Shares
(other than shares held by Nestle Ice) will automatically be converted
into the right to receive a cash payment of $83.10 per Class B Share.
After Nestle Ice completes the short form merger, Dreyer's
shareholders who did not exercise the Put Right (other than Nestle Ice
or its affiliates) will have no further rights as shareholders other
than a right to receive $83.10 per share in cash or to exercise
dissenters' appraisal rights pursuant to Delaware law. Following the
merger, detailed instructions will be mailed to shareholders outlining
the steps that Dreyer's shareholders who did not exercise the Put
Right must take in order to obtain payment or exercise their
dissenters' appraisal rights under Delaware law.
Dreyer's Grand Ice Cream Holdings, Inc., and its subsidiaries
manufacture and distribute a full spectrum of ice cream and frozen
dessert products. Brands of frozen dessert products currently
manufactured or distributed by Dreyer's in the United States include
Grand, Slow Churned(R) Light, Haagen-Dazs(R), Nestle(R) Drumstick(R),
Nestle Crunch(R), Butterfinger(R), Toll House(R), Carnation(R),
Dibs(TM), Push-Up(R), Dole(R), Homemade, Fruit Bars, Starbucks(R) and
The Skinny Cow(R). The company's premium products are marketed under
the Dreyer's brand name throughout the western states and Texas, and
under the Edy's name throughout the remainder of the United States.
Internationally, the Dreyer's brand extends to select markets in the
Far East and the Edy's brand extends to the Caribbean and South
America. For more information on the company, please visit
www.dreyersinc.com.
Edy's, the Dreyer's and Edy's logo design, Slow Churned, Dibs and
Homemade are all trademarks or trade names of Dreyer's Grand Ice
Cream, Inc. The Nestle and Haagen-Dazs trademarks in the U.S. are
licensed to Dreyer's by Nestle. All other trademarks and trade names
are owned by their respective companies and licensed to Dreyer's.