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Dole Food, David H. Murdock announce merger agreement; company to go private

BY Jason Owen

WESTLAKE VILLAGE, Calif. — Dole Food Company, Inc., and David H. Murdock, Dole’s chairman and CEO, today jointly announced that they have signed a definitive merger agreement pursuant to which Murdock, acting through his affiliates, will acquire for cash all of the outstanding shares of Dole common stock not currently beneficially held by him.

Under the terms of the merger agreement, Dole stockholders will receive $13.50 in cash for each share of Dole common stock that they hold, in a transaction which (with the assumption of debt) places the total enterprise value of Dole at approximately $1.6 billion. This price represents an increase of $1.50 per share from the original proposal Murdock delivered to Dole on June 10, 2013, and a premium of 32% over the $10.20 per share price of the stock immediately prior to such proposal.

The board of directors of Dole, with Mr. Murdock abstaining, acting on the unanimous recommendation of a special committee of independent and disinterested directors, unanimously approved the merger agreement pursuant to which Murdock will take the company private. The transaction is subject to a number of conditions, including approval by at least a majority of the outstanding shares of common stock held by stockholders of Dole other than Murdock and his affiliates. The special committee was formed after Murdock delivered the original proposal to Dole.

The transaction will be financed through a combination of cash and equity contributed by Mr. Murdock, as well as financing that has been committed by Deutsche Bank, Bank of America and The Bank of Nova Scotia. The transaction is subject to other customary conditions, including receipt of required regulatory approvals, in addition to the stockholder approval mentioned above. The merger agreement provides for a “go-shop” period of 30 days, during which the special committee, with the assistance of Lazard, will actively solicit, receive, evaluate and potentially enter into negotiations with parties that offer alternative proposals. The transaction is expected to close during the fourth quarter of 2013.

Lazard acted as financial advisor to the special committee. Mr. Murdock was advised by Deutsche Bank Securities Inc. in connection with the transaction.

For further information regarding the terms and conditions of the proposed merger, please see Dole’s Current Report on Form 8-K filed today with the SEC.


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Dr. Reddy’s appoints new president and global head of human resources

BY Jason Owen

HYDERABAD, India — Dr. Reddy’s has announced the appointment of Dr. Sripada Chandrasekhar as the president and global head of human resources; he will also be a member of Dr. Reddy’s Management Council. With over 30 years of experience, Dr. Chandrasekhar brings a rare blend of experience across India’s leading firms in Public, Private and Multi-National sectors — both in the early economy areas of steel and manufacturing as well as in the more recent domains of Telecom, IT Services and Consulting.

Prior to joining Dr. Reddy’s, Dr. Chandrasekhar worked with IBM in India as VP and head of human resources for the India/South Asia region. He was a key member of their India Leadership Team and a director on the board of IBM India.


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Nipro nabs P.J. Noyes

BY Michael Johnsen

FORT LAUDERALE, Fla. — Nipro Diagnostics on Monday announced the acquisition of P.J. Noyes, a privately-held manufacturer of OTC health care, personal care products, nutraceuticals and dietary supplements. With the acquisition, Nipro will have a product portfolio footprint that expands across all diabetes-related OTC products.

The expanded diabetes-centric product portfolio will provide an affordable solution for patients taking advantage of diabetes education services at the retail pharmacy. It complements diabetes disease state management offerings, Scott Verner, Nipro president and CEO, told DSN. It empowers “our retail partners to have what they need, and support[ing] their patients is everything in a solution,” he said. “That’s why we call it an ecosystem, because you have blood-glucose meters and you have all the other products needed to surround that patient.”

P.J. Noyes’ products include tablets, gels and liquids, with products ranging from nutritional supplements, homeopathic products, and skin creams and lotions to oral care solutions, pain relief products and hypoglycemic products.

The new products fit well into Nipro’s co-branded marketing strategy, it said.

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