3.7.2003: Meldung: Horizon Organic Corp.: Shareholder Lawsuits
Wednesday July 2, 4:32 pm ET
DALLAS and BOULDER, Colo., July 2 / Dean Foods Company (NYSE: DF - News) and Horizon Organic Holding Corporation (Nasdaq: HCOW - News) announced today that two shareholders have filed two class action complaints in the Chancery Court in the State of Delaware against Dean Foods Company and Horizon Organic Holding Corporation and the individual members of its Board of Directors. The complaints allege, among other things, that the consideration to be paid to shareholders of Horizon Organic in connection with the proposed acquisition by Dean Foods of Horizon Organic is unfair and that the defendants breached their fiduciary duties to the Horizon Organic shareholders.
Tom McCloskey, Chairman of the Board of Directors of Horizon Organic, stated, "The proposed acquisition of Horizon Organic by Dean Foods is in the best interests of the Horizon Organic shareholders. We are very pleased with the consideration to be paid and are confident that it represents a full and fair price to Horizon Organic"s shareholders."
"We believe these lawsuits are without merit, and we intend to vigorously defend them," said Gregg Engles, Chairman and Chief Executive Officer of Dean Foods. "We continue to expect to close this transaction in the fourth quarter."
Dean Foods and Horizon Organic announced on Monday the signing of a definitive agreement by which Dean Foods will acquire the 87% equity interest in Horizon Organic it does not currently own for a cash price of $216 million, or $24 per share, and the assumption of approximately $40 million in debt.
About Horizon Organic
Horizon Organic Holding Corporation markets the leading brand of certified organic foods in the U.S. and the leading certified brand of organic milk in both the U.S. and the U.K. In the U.S. its products include organic milk, a full-line of organic dairy products, organic eggs and juices. In the U.K., the company markets organic yogurt, milk and butter under the Rachel"s Organic brand. For more information, please visit the company"s web site at www.horizonorganic.com.
About Dean Foods
Dean Foods Company is one of the nation"s leading food and beverage companies. The company produces a full line of company-branded and private label dairy products such as milk and milk-based beverages, ice cream, coffee creamers, half and half, whipping cream, whipped toppings, sour cream, cottage cheese, yogurt, dips, dressings and soy milk. The company is also a leading supplier of pickles and other specialty food products, juice, juice drinks and water. The company operates over 120 plants in 36 U.S. states and Spain, and employs approximately 28,000 people.
Source: Horizon Organic Holding Corporation; Dean Foods Company