Dole Announces Glass Lewis Support for Pending Transaction
WESTLAKE VILLAGE, Calif. -- October 24, 2013
Dole Food Company, Inc. (NYSE: DOLE) today announced that, following the
previously announced recommendation of Institutional Shareholder Services in
favor of Dole’s merger agreement with David H. Murdock, Dole’s Chairman and
Chief Executive Officer, Glass Lewis, another leading proxy advisory firm,
issued its report also recommending that Dole shareholders support the merger.
In recommending the transaction in its report dated October 22, 2013, Glass
Lewis found that “the all-cash buyout in fact represents the best alternative
available to unaffiliated shareholders at this time,” and opined that “Mr.
Murdock has put forth a compelling argument that the best strategic
alternative for all shareholders is the going-private transaction.”*
The Special Meeting of Stockholders to approve the merger will be held on
October 31, 2013 and, assuming receipt of the requisite shareholder vote, Dole
expects to close the transaction later that day or the next day.
Dole’s Board of Directors and the Special Committee strongly encourage all
shareholders of record as of September 27, 2013 to vote their shares FOR the
merger transaction promptly to be sure their shares are represented at the
Special Meeting. All shareholders regardless of the number of shares they own
are asked to vote by internet, telephone or mail. Shareholders who have any
questions, or need additional copies of Dole’s proxy materials, are encouraged
to contact D.F. King& Co., Inc. toll free at (800)859-8511.
Dole has filed a definitive proxy statement with the SEC and mailed it to
stockholders. Stockholders are urged to read carefully the proxy statement and
any other relevant documents filed with the SEC in connection with the
proposed merger or incorporated by reference in the proxy statement, because
they will contain important information about Dole and the proposed merger. In
addition to receiving the proxy statement from Dole by mail, stockholders will
also be able to obtain the proxy statement, as well as other relevant
documents, without charge, from the SEC by going to the SEC’s website at
www.sec.gov or, without charge, from Dole by going to Dole’s Investor
Relations website at http://investors.dole.com.
Dole and its executive officers, directors and certain other members of
management and employees may be deemed to be “participants” in the
solicitation of proxies from Dole’s stockholders with respect to the proposed
merger. Information regarding the persons who may, under the rules of the SEC,
be considered participants in the solicitation of the stockholders of Dole in
connection with the proposed merger is set forth in the proxy statement and
the other relevant documents filed with the SEC. You can find information
about Dole’s executive officers and directors in its Annual Report on Form
10–K for the fiscal year ended December29, 2012, and in its definitive annual
stockholder meeting proxy statement filed with the SEC on Schedule 14A on
About Dole Food Company, Inc.
Dole Food Company, Inc., with 2012 revenues from continuing operations of $4.2
billion, is one of the world’s largest producers and marketers of high-quality
fresh fruit and fresh vegetables. Dole is an industry leader in many of the
products it sells, as well as in nutrition education and research. For more
information, please visit www.dole.com or http://investors.dole.com.
This release contains “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements relate to a
variety of matters, including, but not limited to, the timing and anticipated
completion of the proposed merger and other statements that are not purely
statements of historical fact. These forward-looking statements are made on
the basis of the current beliefs, expectations and assumptions of the
management of Dole and are subject to significant risks and uncertainty.
Readers are cautioned not to place undue reliance on any such forward-looking
Factors that could cause actual results to differ materially from the
forward-looking statements contained herein include, but are not limited to:
risks arising from the proposed merger’s diversion of management’s attention
from Dole’s ongoing business operations; potential adverse reactions or
changes to business or employee relationships resulting from the announcement
or completion of the proposed merger; litigation or adverse judgments relating
to the proposed merger; risks relating to the consummation of the proposed
merger, including the risk that the required stockholder approval might not be
obtained in a timely manner or at all or that other closing conditions will
not be satisfied; any difficulties associated with requests or directions from
governmental authorities resulting from their review of the proposed merger;
the possibility that competing offers for the businesses will be made; the
amount of the costs, fees, expenses and charges related to the merger
agreement or proposed merger; the failure to obtain the necessary financing
for the proposed merger; risks that Dole’s stock price may decline
significantly if the proposed merger is not completed; and any changes in
general economic and/or industry-specific conditions.
Certain of these and other risks and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements are set forth in the documents filed by Dole with the SEC,
including Dole’s Annual Report on Form 10-K under the heading “Risk Factors.”
All forward-looking statements contained in this press release speak only as
of the date on which they were made. Dole undertakes no obligation to update
such statements to reflect events that occur or circumstances that exist after
the date on which they were made.
* Permission to quote from the Glass Lewis report was neither sought nor
Dole Food Company, Inc.
C. Michael Carter, 818-879-6801
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