Ebro Puleva S.A. has entered into a definitive merger agreement pursuant to which it will acquire Riviana Foods Inc. in a transaction valued at approximately $380 million before the assumption of debt. Under the terms of the agreement, Ebro Puleva will make an all-cash tender offer for all of the outstanding shares of Riviana common stock at $25.75 per share. Ebro Puleva expects to commence the tender offer by July 30, 2004.
The transaction has been unanimously approved by the boards of directors of Ebro Puleva and Riviana Foods. The Riviana Foods board has determined that the transaction is advisable and in the best interests of its shareholders and has recommended that its shareholders tender their shares pursuant to the offer. All Riviana board members owning shares, as well as certain shareholders, have agreed pursuant to agreements with Ebro Puleva to tender all of their shares, representing approximately 52% of the outstanding Riviana common stock on a fully diluted basis. The tender offer will be subject to at least 66-2/3% of the outstanding Riviana common stock being validly tendered and not withdrawn (subject to certain circumstances under which Ebro Puleva may lower such condition to a majority). The acquisition is also subject to regulatory approvals, as well as other customary closing conditions and is expected to close in the fourth quarter of 2004.
"Riviana is a market leader in the U.S. with a strong portfolio of brands and represents an excellent fit with Ebro Puleva from a strategic point of view. The transaction provides us penetration in the U.S. market and improves our balance between domestic and international business, giving us worldwide leadership in rice. We believe the transaction will be EPS accretive in fiscal year 2004 and that excellent opportunities exist to share best practices and product innovation. We also believe the transaction with Riviana furthers our expansion strategy while creating significant value for our shareholders," said Antonio Hernandez Callejas, vice chairman and CEO of Grupo Ebro Puleva.