Tully's Shareholders Continue to Own the Domestic Retail Business
and International Retail and Wholesale Business Units
SEATTLE--(Business Wire)--
Tully's Coffee Corporation ("Tully's") announced today that it has
reached an agreement to sell the Tully's brand, wholesale and supply
chain business to Green Mountain Coffee Roasters (NASDAQ:GMCR) for a
cash purchase price of $40.3 million, subject to closing adjustments.
The sale is conditioned on approval by Tully's shareholders and is
expected to close before calendar year end.
Under the sale agreement, Tully's shareholders and executive
management team will continue to own and operate the company's
domestic retail business (company owned, franchised and licensed
retail store locations) and international retail and wholesale
businesses.
"I have great respect for Green Mountain and their commitment to
produce a quality product coupled with their concern and care for all
their employees. They are a wonderful company that understands and
respects the strength of the Tully's brand, products and existing
customer base. They will be excellent stewards of all three," said Tom
T. O'Keefe, founder and chairman of the board of Tully's.
"Most importantly, we believe this is an excellent opportunity for
our shareholders to receive great value for the Tully's wholesale
business and brand assets. We also believe the remaining retail and
international assets will return additional value to our
shareholders," continued O'Keefe. "The sale also allows us to
immediately strengthen our balance sheet by reducing outstanding
debt."
D.A. Davidson & Co. served as the exclusive financial advisor to
Tully's in this transaction. On Feb. 4, 2008, Tully's announced that
it had engaged investment banking firm D.A. Davidson & Co. to assist
the Company in evaluating strategic alternatives to enhance company
and shareholder value. The range of alternatives included a debt or
equity capital raise to grow the business or other M&A opportunities.
This transaction is a result of these efforts.
Tully's wholesale division distributes handcrafted coffees and
related products via office coffee services, food service distributors
and more than 5,000 supermarkets primarily located in the Western
states. The agreement between the two companies leverages an existing
relationship through Green Mountain's ownership of Keurig(R)
Single-Cup Brewing system. Tully's produces a branded, successful line
of K-Cup portion packs and has been a Keurig licensee since November
2005.
"Green Mountain is delighted to be adding an outstanding specialty
coffee brand such as Tully's to our coffee roasting family," said
Lawrence Blanford, president and CEO of Green Mountain. "Tully's will
provide GMCR with a complementary West Coast brand and business
infrastructure, furthering our plans to establish the Company, and its
proprietary Keurig(R) Single-Cup Brewing system, throughout North
America."
Blanford continued, "Tully's wholesale sales over the past 12
months ended June 30, 2008 of $30.4 million are up approximately 35
percent driven by growing supermarket distribution to 5,000 doors in
20 states, primarily in the western part of the nation, and K-Cup(R)
portion pack sales."
Following the completion of this transaction, Green Mountain
expects to integrate approximately 70 employees from Tully's wholesale
and supply chain business into its Green Mountain Coffee segment,
along with leasing the existing manufacturing and distribution center
in Seattle. All other employees at Tully's Seattle Headquarters will
continue to run the domestic retail business and the existing
international partnerships.
About Tully's Coffee Corporation
Tully's Coffee Corporation is a fully handcrafted coffee roaster
and a leading specialty coffee retailer and wholesaler. Through
company-operated and franchised specialty retail stores in Washington,
Oregon, California, Idaho, Arizona, Montana and Utah, throughout Asia
with the Tully's Coffee International joint venture and its global
alliance partner, Tully's Coffee Japan, in Japan, Tully's premium
coffees are available at more than 500 branded retail locations.
Tully's wholesale division also distributes handcrafted coffees and
related products via office coffee services, food service
distributors, and thousands of leading supermarkets in the United
States. Tully's corporate headquarters and roasting plant are located
at 3100 Airport Way S. in Seattle, Wash. For more information: (800)
96-Tully or www.tullys.com.
About Green Mountain Coffee Roasters, Inc.
Green Mountain Coffee Roasters, Inc. (NASDAQ: GMCR) is recognized
as a leader in the specialty coffee industry for its award-winning
coffees, innovative brewing technology and socially responsible
business practices. GMCR manages its operations through two wholly
owned business segments: Green Mountain Coffee and Keurig. Its Green
Mountain Coffee division sells more than 100 high-quality coffee
selections, including Fair Trade Certified(TM) organic coffees, under
the Green Mountain Coffee(R) and Newman's Own(R) Organics brands
through its wholesale, direct mail and e-commerce operations
(www.GreenMountainCoffee.com). Green Mountain Coffee also produces its
coffee as well as hot cocoa and tea in K-Cup(R) portion packs for
Keurig(R) Single-Cup Brewers. Keurig, Incorporated is a pioneer and
leading manufacturer of gourmet single-cup coffee brewing systems for
offices, homes and hotel rooms. Keurig markets its patented brewers
and K-Cups(R) through office distributors, retail and direct channels
(www.Keurig.com). K-Cups are produced by a variety of licensed
roasters including Green Mountain Coffee and Tully's. Green Mountain
Coffee Roasters, Inc. has been recognized repeatedly by CRO Magazine,
Forbes and SustainableBusiness.com as a good corporate citizen and an
innovative, high-growth company.
About D.A. Davidson & Co.
D.A. Davidson & Co. is a full service investment firm with
operations throughout the U.S. Founded in 1935, the firm has over $24
billion in client assets under management, approximately 1,000
professionals, and 54 offices in 16 states. As a full-service
investment firm, D.A. Davidson provides investment banking services,
research, bond sales and trading, stock sales and trading, and private
brokerage services. D.A. Davidson's Investment Banking Group advises
companies on mergers and acquisitions, underwrites public offerings,
and serves as a placement agent for private placements.
Additional Information
The proposed asset sale will be submitted to Tully's shareholders
for consideration and approval. Tully's will file a proxy statement
with the Securities and Exchange Commission ("SEC") regarding the
proposed transaction.
TULLY'S SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THE
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TULLY'S AND THE
TRANSACTION.
Tully's shareholders may obtain free copies of the proxy statement
(when it becomes available) and other relevant documents filed with
the SEC by Tully's at the SEC's web site at http://www.sec.gov. Free
copies of the proxy statement, when available, and other filings made
by Tully's with the SEC also may be obtained from the Investor
Relations section of Tully's web site (www.Tullys.com) or by directing
a request to Tully's, Attn: Investor Relations, at 3100 Airport Way
South, Seattle, Washington 98134.
Tully's and its directors, officers, and employees may be deemed
to be participants in the solicitation of proxies from the
shareholders of Tully's in favor of the transaction described in the
press release. Information concerning the interests of Tully's
participants in the solicitation, which may be different than those of
the shareholders of Tully's generally, will be described in the proxy
statement.
Forward-Looking Statements
This press release contains forward-looking statements that
involve risks and uncertainties concerning the proposed transaction
contemplated under the agreement with Green Mountain Coffee Roasters,
Inc. Actual results may differ materially from the results predicted.
We believe that these potential risks and uncertainties include,
without limitation, the possibility that the transaction may not
ultimately close for any of a number of reasons, such as Tully's not
obtaining shareholder approval; the business opportunities that
Tully's may forego while the transaction is pending; and the
possibility that prior to the closing of the transactions, Tully's
business may suffer due to uncertainty. Statements in this release
should be evaluated in light of these important factors. More
information about these and other important factors that could affect
our business and financial results is included in our Quarterly Report
on Form 10-Q for the quarterly period ended Dec. 30, 2007, including
(without limitation) under the captions, "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and
Results of Operations," which is on file with the Securities and
Exchange Commission.
The Fearey Group for Tully's
Roger van Oosten, 206-459-0954
rvanoosten@feareygroup.com
Copyright Business Wire 2008
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