Packaging
Vita Special Meeting Update
Wednesday 15. April 2009 - Vita Food Products, Inc. announced today certain events that have occurred since mailing to its stockholders a Proxy Statement with respect to the adoption of the Agreement and Plan of Merger, dated February 27, 2009 (the "Merger Agreement"), among the Company, VFP Merger Co., and Howard E. Bedford (the "Merger").
Pursuant to the Merger Agreement, Vita, acting through the Special Committee of its Board of Directors, was permitted to initiate, solicit, facilitate and encourage alternative acquisition proposals until March 29, 2009. This expiration date was subsequently extended to 11:59 p.m., Las Vegas, Nevada time, April 1, 2009, by agreement among the parties to the Merger Agreement. During this solicitation or “go-shop” period, three parties executed a confidentiality agreement with Vita for purposes of receiving certain confidential information from it. Vita promptly made available the Proxy Statement and other information to these parties. Prior to the end of the solicitation period, Vita received from one of these parties (“Party A”) a written indication of interest in a transaction to acquire Vita at a price of $1.16 per share. Another of the parties did not submit an offer prior to the expiration of the solicitation period, and the third potential bidder (“Party B”) submitted an oral offer after the expiration of the solicitation period. The oral offer was for a price of $1.25 per share and was subject to Party B’s ability to obtain financing. Party B subsequently withdrew its proposal.
The Special Committee informed Mr. Bedford of the competing offers as required by the Merger Agreement. Party A’s proposal was to acquire all of the equity interests in the Company, including shares held by Mr. Bedford. After several discussions among David S. Lipson, Chair of the Special Committee, Mr. Bedford and Party A, Party A provided written confirmation of the withdrawal of its offer on April 9, 2009.
The Company is continuing to work with Mr. Bedford to complete the Merger in a timely manner, subject to satisfaction of the conditions set forth in the Merger Agreement. As required by the Merger Agreement, Mr. Bedford has provided evidence to the Company of the availability of the funds necessary to consummate the Merger.