Flowers Foods, Inc and Tasty Baking Co. completed 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 per share in cash, however the final step in the merger agreement is still pending.
Flowers Foods, Inc., Thomasville, Ga., and Tasty Baking Co., Philadelphia, completed 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 per share in cash, without interest and less any applicable withholding taxes. The tender offer expired, as scheduled, at midnight, on May 19, and was not extended.
Based on information provided by the depositary for the tender offer, more than 7 million 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delivery) representing approximately 77% of Tasty's outstanding shares of common stock, were validly tendered and not withdrawn pursuant to the tender offer.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 of 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 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.
Flowers Foods, Tasty Baking Complete Cash Tender Offer
May 20, 2011