Offer to Purchase for Cash All Outstanding Shares of Common Stock of Monterey Gourmet Foods, Inc. at $2.70 Net Per Share by Pulmuone Cornerstone Corporation a wholly owned subsidiary of Pulmuone U.S.A., Inc. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE...Offer to Purchase • November 10th, 2009 • Pulmuone Cornerstone Corp • Miscellaneous food preparations & kindred products
This summary highlights selected information from this Offer to Purchase and may not contain all of the information that is important to you. You should carefully read this entire Offer to Purchase, the related Letter of Transmittal and the other documents to which this Offer to Purchase and the Letter of Transmittal refer to fully understand the Offer, the Merger and the related transactions. We have included references to the sections of this Offer to Purchase where you will find a more complete discussion. The information concerning MGF contained herein and elsewhere in this Offer to Purchase has been provided to Parent and Purchaser by MGF or has been taken from or is based upon publicly available documents or records of MGF on file with the U.S. Securities and Exchange Commission or other public sources at the time of the Offer. Parent and Purchaser have not independently verified the accuracy and completeness of such information. Parent and Purchaser have no knowledge that would
AGREEMENT AND PLAN OF MERGER by and among PULMUONE U.S.A., INC., PULMUONE CORNERSTONE CORPORATION and MONTEREY GOURMET FOODS, INC. Dated as of October 8, 2009Merger Agreement • November 10th, 2009 • Pulmuone Cornerstone Corp • Miscellaneous food preparations & kindred products • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of October 8, 2009 (this “Agreement”), by and among PULMUONE U.S.A., INC., a California corporation (“Parent”), PULMUONE CORNERSTONE CORPORATION, a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”), and MONTEREY GOURMET FOODS, INC., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.3 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
