Monterey Gourmet Foods Inc. (PSTA) announced that it has entered into a definitive merger agreement with Pulmuone U.S.A. Inc. to be acquired through a cash tender offer, followed by a merger with and into a subsidiary of Pulmuone, for a price of $2.70 per share in cash. The tender offer is scheduled to commence on or about November 9, and to expire on the 20th business day from and including the commencement date. Pulmuone U.S.A. Inc. is a U.S. subsidiary of Pulmuone Holdings Co. Ltd.
The transaction is valued at approximately $45.8 million. Pulmuone and the company anticipate the transaction can close by the end of the fourth-quarter of 2009.
The merger agreement provides for a wholly owned subsidiary of Pulmuone to acquire the company in a two-step transaction. The first step will consist of a cash tender offer for all outstanding shares of company common stock at a purchase price of $2.70 per share. In the second step, the tender offer will be followed by a merger in which any remaining shares of company common stock will be converted into the right to receive the same cash price per share paid in the tender offer, and the company will cease to be a public company.
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