EXHIBIT 99.1
PRESS RELEASE
For Immediate Release:
INTERFOODS OF AMERICA, INC. ANNOUNCES
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DEFINITIVE MERGER AGREEMENT
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MIAMI, FLORIDA -- December 24, 2001 ---- Interfoods of America, Inc. (OTCBB:
IFDA.OB) today announced that it has entered into a definitive merger agreement
with Interfoods Acquisition Corp., a corporation wholly-owned by Xxxxxx X. Xxxx
and Xxxxxx X. Xxxxxx, the chief executive officer and president, respectively,
of the Company. Under the agreement, Interfoods Acquisition Corp. will merge
with the Company which will be the entity surviving the merger. The
stockholders of the Company (other than Messrs. Xxxx and Xxxxxx, Interfoods
Acquisition Corp. and stockholders of the Company who exercise their dissenters'
rights under Nevada law) will receive unsecured, subordinated notes of the
Company in the principal amount of $1.45 per share of Company common stock.
The debentures to be issued by the Company in the transaction will bear
interest at the rate of 10% per annum. Interest will be payable semi-annually
on each June 30 and December 31. The principal of the debentures will be
payable as follows: 20% on the second anniversary of the date of issuance of
the debentures and the remainder on the third anniversary of the date of
issuance of the debentures. The notes will be subordinated to all senior debt
of the Company and will be issued in minimum principal amounts of $100 and
thereafter in multiples of $25. Company shareholders will receive the cash
equivalent in lieu of any fractional notes.
The changes in the terms of the proposed transaction from those previously
disclosed on October 23, 2001 result from negotiations between Messrs. Xxxx and
Xxxxxx and the Independent Committee.
The proposed transaction would result in the acquisition of all of the
outstanding shares of common stock of the Company (other than the shares owned
by Messrs. Xxxx and Xxxxxx and Interfoods Acquisition Corp.). The proposed
transaction is subject to, among other things, (1) approval of the proposed
transaction by the Company's shareholders, (2) the financial advisor to the
Independent Committee not revoking, modifying or changing the fairness opinion
delivered to the Independent Committee on December 21, 2001, (3) receipt of any
applicable regulatory approvals and third-party consents and (4) the
inapplicability (either by their terms or as a result of Company Board action)
of certain business combination and control share provisions under Nevada law.
There can be no assurance that the proposed transaction will be consummated.
The proposed acquisition may only be completed in accordance with
applicable state and federal laws including the Securities Act of 1933, the
Securities Exchange Act of 1934 and the Trust Indenture Act of 1939, as amended;
however, it is anticipated that exemptions from the registration requirements of
the Securities Act and the qualification requirements of the Trust Indenture Act
will be available to this transaction. This press release shall not constitute
an offer or a solicitation of an offer to buy any shares of common stock of the
Company or to sell any Company notes, or a solicitation of proxies.
This release contains forward-looking statements (as defined in the Private
Securities Litigation Reform Act of 1995) that are subject to risks and
uncertainties that could cause actual results to differ materially from those
set forth in the forward-looking statements. Such risks and uncertainties
include whether the proposed acquisition transaction will be completed, and
approval by various parties.
Additional Information and Where to Find It:
It is expected that the Company will file a Proxy Statement with the SEC in
connection with the merger and will mail the Proxy Statement to stockholders of
the Company containing information about the merger. Security holders are urged
to read the Proxy Statement carefully when it is available. The Proxy Statement
will contain important information about the Company, the merger, the persons
soliciting proxies relating to the merger, their interests in the merger and
related matters. Security holders will be able to obtain free copies of these
documents through the website maintained by the SEC at xxxx://xxx.xxx.xxx. Free
copies of the Proxy Statement may also be obtained from the Company by
contacting the person identified below.
In addition to the Proxy Statement, the Company files annual, quarterly and
special reports, proxy statements and other information with the SEC. You may
read and copy any reports, statements and other information filed by the Company
at the SEC public reference room at 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X.
00000. Please call the SEC at 0-000-XXX-0000 for further information on the
public reference room.
The Company's filings with the SEC are also available to the public from
commercial document-retrieval services and at the website maintained by the SEC
at xxxx://xxx.xxx.xxx.
For more information contact:
Xxxxxx X. Xxxx, Chairman and Chief Executive Officer
Interfoods of America, Inc., (000) 000-0000
