Dreyers Ice Cream (NASDAQ:DRYR)
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Dreyer's Grand Ice Cream Holdings, Inc. (Dreyer's)
(NNM:DRYR) and Nestle S.A. and its affiliates (collectively,
Nestle) have filed revised preliminary materials with the Securities
and Exchange Commission ("SEC") concerning the provisions set forth in
Dreyer's amended and restated certificate of incorporation (the
"Restated Certificate") under which holders of Dreyer's Class A
Callable Puttable Common Stock (the "Class A Shares") have the right
to require Dreyer's to purchase any or all of the Class A Shares held
by them during the period commencing on December 1, 2005 and ending on
January 13, 2006 (the "Put Right"). The amount to be paid by Dreyer's
for the Class A Shares for which the Put Right is properly exercised
is $83.10 per Class A Share, which represents an increase of $0.10 per
Class A Share over the purchase price specified in Dreyer's Restated
Certificate solely to reflect the need to postpone the earliest date
on which payment for the Class A Shares would otherwise have been made
under the Restated Certificate to January 17, 2006 to comply with
United States federal securities laws, as permitted under these
circumstances by the Restated Certificate. The exercise of the Put
Right by holders of Class A Shares may be made only in accordance
with, and subject to the provisions of, definitive materials that will
be filed with the SEC and mailed to the holders of Class A Shares.
Holders of Class A Shares should not take any action until they
receive a notice of the Put Right.
CAUTION REQUIRED BY CERTAIN SECURITIES AND EXCHANGE COMMISSION
RULES
Definitive offering and related documents will be filed with the
SEC and disseminated to holders of Dreyer's Class A Shares in
connection with the commencement of the Put Period on December 1,
2005. These documents will contain important information including a
definitive version of the Notice of Put Right containing the terms of
the Put Right and the prescribed manner for exercising it, as well as
the recommendation of Dreyer's Board of Directors regarding the Put
Right. Holders of Class A Shares are urged to read those documents
carefully when they become available. Those documents will also be
available free of charge at the SEC's website at www.SEC.gov and will
also be available upon request, free of charge, by contacting Dreyer's
at 510-652-8187.
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.