MORTON
GROVE, Ill., Nov. 5, 2024
/PRNewswire/ -- Lifeway Foods, Inc. (NASDAQ: LWAY) ("Lifeway" or
the "Company"), a leading U.S. supplier of kefir and fermented
probiotic products to support the microbiome, today announced that
its Board of Directors (the "Board") has rejected the unsolicited
proposal made on September 23, 2024
by Danone North America PBC ("Danone") to acquire all the shares of
Lifeway that it does not already own for $25.00 per share.
After careful and thorough consideration, conducted in
consultation with its independent financial and legal advisors, the
Board determined that Danone's opportunistic proposal substantially
undervalues Lifeway and is not in the best interests of the Company
and its shareholders or other stakeholders. In addition, in
response to Danone's proposal and its substantial ownership
position in the Company, the Board adopted a limited duration
shareholder rights plan, effective immediately (the "Rights
Plan").
The Rights Plan is intended to enable all shareholders to
realize the full value of their investment in Lifeway. The Rights
Plan will reduce the likelihood that Danone gains control of
Lifeway through open market accumulation or otherwise without
paying all shareholders an appropriate control premium or without
providing the Board sufficient time to make informed judgments and
take actions that are in the best interests of all of the Company's
shareholders and other stakeholders.
The Rights Plan has similar provisions to those of other plans
adopted by publicly-held companies in comparable circumstances.
Under the Rights Plan, Lifeway will distribute to its shareholders
one preferred share purchase right for each outstanding share of
Lifeway common stock to shareholders of record at the close of
business on November 18, 2024.
Initially, these rights will not be exercisable and will trade
with, and be represented by, the shares of Lifeway common
stock.
Under the Rights Plan, the rights will become exercisable if an
entity, person or group acquires beneficial ownership of 20% or
more of the outstanding shares of Lifeway common stock in a
transaction not approved by the Board or if an entity, person or
group that currently beneficially owns 20% or more of the
outstanding shares of Lifeway common stock acquires any additional
shares. If the rights become exercisable, each right will entitle
its holder (other than the person, entity or group triggering the
Rights Plan, whose rights will become void and will not be
exercisable) to purchase, at the then-current exercise price,
additional shares of common stock having a then-current market
value of twice the exercise price of the right. Certain synthetic
interests in securities created by derivative positions are
considered to be ownership of the underlying shares of common stock
for purposes of the Rights Plan.
The Rights Plan does not deter any offer to acquire the Company
from any party, nor does it preclude Lifeway's Board from
considering an offer that is fair and otherwise in the best
interests of the Company's shareholders.
Unless earlier redeemed, terminated or exchanged pursuant to the
Rights Plan, the rights will expire on November 4, 2025.
Lifeway remains focused on its strategic plan to bring kefir to
more households while also expanding into adjacent categories. The
Company plans to continue to build on its strong momentum, as
evidenced by recent financial results, and creating shareholder
value. The Board and management are committed to acting in the best
interests of all shareholders and ensuring that they are able to
realize the full potential value of their investment.
Further details about the Rights Plan will be contained in a
Current Report on Form 8-K to be filed by the Company with the
Securities and Exchange Commission.
Evercore is serving as a financial advisor to Lifeway and Sidley
Austin LLP is serving as legal counsel to Lifeway.
About Lifeway Foods, Inc.
Lifeway Foods, Inc., which
has been recognized as one of Forbes' Best Small Companies, is
America's leading supplier of the probiotic, fermented beverage
known as kefir. In addition to its line of drinkable kefir, the
company also produces a variety of cheeses and a ProBugs line for
kids. Lifeway's tart and tangy fermented dairy products are now
sold across the United States,
Mexico, Ireland, South
Africa and France. Learn
how Lifeway is good for more than just you at lifewayfoods.com.
Forward-Looking Statements
This release contains
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking
statements include all statements that are not historical
statements of fact and those regarding our intent, belief or
expectations for our business, operations, financial performance or
condition. These statements use words such as "continue,"
"believe," "expect," "anticipate," "plan," "project," "estimate,"
"outlook," and similar expressions or future or conditional verbs
such as "will," "should," "would," "may" and "could." You are
cautioned not to rely on these forward-looking statements. These
forward-looking statements are made as of the date of this press
release, are based on current expectations of future events and
thus are inherently subject to a number of risks and uncertainties,
many of which involve factors or circumstances beyond Lifeway's
control. If underlying assumptions prove inaccurate or known or
unknown risks or uncertainties materialize, actual results could
vary materially from Lifeway's expectations and projections. These
risks, uncertainties and other factors include: price competition;
the decisions of customers or consumers; the actions of
competitors; changes in the pricing of commodities; the effects of
government regulation; possible delays in the introduction of new
products; customer acceptance of products and services; and other
factors discussed in Part I, Item 1A "Risk Factors" of Lifeway's
Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Lifeway expressly disclaims
any obligation to update any forward-looking statements (including,
without limitation, to reflect changed assumptions, the occurrence
of anticipated or unanticipated events or new information), except
as required by law.
Contacts:
Perceptual Advisors
Dan Tarman
Email: dtarman@perceptualadvisors.com
OR
Longacre Square Partners
Joe Germani / Miller Winston
Email: LWAY@longacresquare.com
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SOURCE Lifeway Foods, Inc.