Flowers Foods completes tender offer for all of outstanding shares of common stock of Tasty Baking for US$4/share in cash; about 6.7 million shares, or approximately 77% of Tasty's common stock, validly tendered
THOMASVILLE, Georgia, and PHILADELPHIA
May 20, 2011
– Flowers Foods, Inc. (NYSE:FLO - News) and Tasty Baking Company (NasdaqGM:TSTY - News) announced today the successful completion of Flowers' tender offer by its direct wholly-owned subsidiary, Compass Merger Sub, Inc., for all of the outstanding shares of common stock of Tasty for $4.00 per share in cash, without interest and less any applicable withholding taxes. The tender offer expired, as scheduled, at 12:00 midnight, Philadelphia, PA time, on Thursday, May 19, 2011, and was not extended.
Based on information provided by the depositary for the tender offer, approximately 6,696,686 shares of Tasty common stock (including approximately 103,283 shares subject to notices of guaranteed delivery) representing approximately 77% of Tasty's outstanding shares of common stock, were validly tendered and not withdrawn pursuant to the tender offer. All shares validly tendered have been accepted for payment in accordance with the terms of the offer.
Pursuant to the terms of the previously announced Agreement and Plan of Merger, Compass Merger Sub, Inc. intends to exercise its top-up option to purchase newly issued shares of common stock from Tasty at the tender offer price, which will permit Flowers to complete the transaction by effecting a short-form merger, that is, a merger without a vote or meeting of Tasty's remaining shareholders, as promptly as practicable. Following the merger, each share of common stock of Tasty not accepted for payment in the tender offer, will be converted into the right to receive $4.00 per share in cash, without interest and less any applicable withholding taxes, the same price that was paid in the tender offer, with Tasty becoming a wholly-owned subsidiary of Flowers. Thereafter, Tasty common stock will cease to be traded on the NASDAQ Global Market.
About Flowers Foods
Founded in 1919 and headquartered in Thomasville, Ga., Flowers Foods, with $2.6 billion in annual sales, is one of the nation's leading producers and marketers of packaged bakery foods for retail and foodservice customers. Among the company's top brands are Nature's Own, Whitewheat, Cobblestone Mill, Blue Bird, and Mrs. Freshley's. Flowers operates 39 bakeries that are among the most efficient in the baking industry. Flowers Foods produces, markets, and distributes fresh bakery products that are delivered to customers daily through a direct-store-delivery system serving the Southeast, Mid-Atlantic, and Southwest as well as select markets in California and Nevada. The company also produces and distributes fresh snack cakes and frozen breads and rolls nationally through warehouse distribution. For more information, visit www.flowersfoods.com.
About Tasty Baking Company
Tasty Baking Company (NasdaqGM:TSTY - News), founded in 1914 and headquartered in Philadelphia, Pa., is one of the country's leading bakers of snack cakes, pies, cookies, and donuts. The company has manufacturing facilities in Philadelphia and Oxford, Pa. The company offers more than 100 products under the Tastykake brand name. For more information on Tasty Baking Company, visit www.tastykake.com.