Exhibit 99(a)(5)
VESTAR CAPITAL AND XXXXXXX XXXX COMPLETE $800 MILLION
TRANSACTION TO TAKE XXXXXXX FOODS PRIVATE
DEAL INCLUDES $200 MILLION OF HIGH-YIELD DEBT
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MINNEAPOLIS, April 10 - Xxxxxxx Foods, Inc. (Nasdaq\NMS:MIKL) today announced
the completion of a transaction by which the Company becomes privately-held,
controlled by the present management group, led by the Company's Chairman,
President and Chief Executive Officer Xxxxx X. Xxxxxxxxx, affiliates of the
Xxxxxxx family, and affiliates of Vestar Capital Partners (Vestar Capital) and
Xxxxxxx Xxxx Xxxxxxx & Xxxxxxxx (GHJ&M). The merger agreement, announced on
December 21, 2000, provided for the acquisition of the Company for $30.10 per
share in cash. With debt assumed at closing and stock option consideration, the
total value of the transaction is approximately $800 million.
The transaction was financed in part by a successful $200 million
high-yield debt issue underwritten by Banc of America Securities and Bear,
Xxxxxxx & Co., Inc. The balance of the debt financing took the form of bank
loans, also underwritten by Banc of America and Bear, Xxxxxxx. Vestar Capital
and GHJ&M provided approximately $175 million of the $225 million equity
contribution, with the Xxxxxxx family and the management group contributing the
balance.
Xx. Xxxxxxxxx commented, "We are pleased to have successfully completed
this transaction and look forward to executing our plans for growth and
developing all of our businesses as a private company. We believe this
transaction will bring important opportunities to our employees, partners, and
customers. We are also excited to have the continued involvement of the Xxxxxxx
family and the support of our new partners at Vestar Capital and Xxxxxxx Xxxx
Xxxxxxx & Xxxxxxxx."
Xxxxx X. Xxxxxx, a managing director of Vestar Capital, commented,
"Xxxxxxx Xxxxx is a great franchise with exciting opportunities in each of its
businesses. I think the strength of the company and the quality of management
were evidenced by our ability to achieve such a successful high-yield debt
financing in a generally difficult market. The company's prospects are further
enhanced by management's new role as substantial owners."
The Company's shareholders should anticipate receiving a letter of
transmittal from the paying agent, Xxxxx Fargo Shareowner Services, shortly. The
letter will describe the process for exchanging share certificates for the
merger consideration.
Xxxxxxx Foods, Inc., based in Minneapolis, is the world's largest
producer of value-added egg products, which are sold through foodservice,
industrial and retail distribution channels. The Company is also a leading
supplier of processed dairy products, including aseptic creamers and soft serve
ice cream mix, as well as high quality refrigerated potato products distributed
at retail under the Simply Potatoes(R) and Diner's Choice(R) brand names. During
the most recent year, Xxxxxxx Foods generated approximately $1.1 billion in net
sales.
Vestar Capital Partners is a leading investment firm specializing in
management buyouts, recapitalizations and growth capital investments. Vestar
invests, as partners with management teams, in high quality, middle market
companies. Since the firm's founding in 1988, Xxxxxx has completed over thirty
investments in companies with a total value exceeding $11 billion. This
transaction is Xxxxxx's fifth successful going private transaction during the
last two years. Vestar currently manages committed equity capital of
approximately $4 billion and has offices in New York, Denver, Paris and Milan.
Xxxxxxx Xxxx Xxxxxxx & Xxxxxxxx is a private equity investment firm
based in Minneapolis. The firm was founded in 1989 and has successfully
completed more than 20 investments through four funds, with a total transaction
value in excess of $1 billion.
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04-10-01
