Vita Announces Approval of Merger |
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By: Vita Food Products, Inc. Posted: 2009-02-28 04:37:13 |
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Vita Food Products, Inc. (the "Company") announced today that the Board of Directors of the Company, upon recommendation of a Special Committee of the Board, has approved an Agreement and Plan of Merger dated February 27, 2009 (the "Merger Agreement"), pursuant to which the Company will merge with an entity ("Merger Co.") beneficially owned by Howard E. Bedford (the "Merger"). Mr. Bedford is a member of the Company's Board of Directors and the Company's largest stockholder and beneficial owner of a majority of the Company's outstanding stock.
Pursuant to the Merger Agreement, each share of the Company's common stock will be converted into the right to receive a cash payment in the amount of $1.05 per share (less any required payment of taxes). The Merger Agreement provides, however, that each executive officer may elect to retain his or her shares provided he or she enters into a Stockholders Agreement with Mr. Bedford. In addition, each outstanding stock option held by an executive officer or employee of the Company who elects to remain a stockholder will remain outstanding after the Merger. Each stock option held by a non-employee director of the Company will be cancelled. Mr. Bedford has guaranteed the full and prompt payment of all obligations of Merger Co. under the Merger Agreement. The Company's Board may solicit, negotiate and enter into agreements relating to alternative transactions relating to the acquisition of the Company for a period of 30 days following the date of the Merger Agreement. The Board of Directors of the Company will recommend that the Merger Agreement be approved by the Company's stockholders. While Nevada law requires the approval of the Merger Agreement by the owners of a majority of the Company's outstanding shares of common stock, the Merger Agreement also requires that it be approved by a majority of the votes cast by stockholders other than Mr. Bedford. Mr. Bedford, as well as each of the Company's other directors, has stated his intent to vote his shares in favor of approving the Merger Agreement. The Vita Seafood division is a U.S. leader in the herring and retail packaged salmon markets, and is engaged in several other food segments, including cream cheese, cocktail sauce, tartar sauce and horseradish. The Company markets and sells these items under the Vita(R), Elf(R) and Grand Isle(R) brands. More than 95% of Vita Seafood's sales are in kosher foods. Vita Specialty Foods, Inc., the Company's wholly owned subsidiary, markets and sells honey, salad dressings, barbecue sauces and other meat enhancements and salsas. The Company's common stock is currently quoted on the Pink Sheets, the electronic quotation and trading system for the OTC securities, under the symbol "VFPI.PK." This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. |
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