Diedrich Coffee (DDRX) Comments on Green Mountain Coffee Roasters' (GMCR) Revised Offer

November 25, 2009 8:16 AM EST

Diedrich Coffee, Inc. (Nasdaq: DDRX) has determined that the recently revised offer from Green Mountain Coffee Roasters, Inc. (Nasdaq: GMCR) continues to be a Superior Proposal to the terms of the merger agreement with Peet's Coffee & Tea, Inc. (Nasdaq: PEET) and the exchange offer contemplated thereby, as amended by the subsequent offer received from Peet's.

As previously announced, GMCR has offered to enter into a merger transaction in which GMCR would acquire all of the outstanding shares of common stock of Diedrich Coffee for $32.00 per share in cash, pursuant to a merger agreement that contains substantially the same terms (other than the amount and form of consideration) as the merger agreement with Peet's. On Tuesday, November 24, 2009, GMCR further revised its offer to provide that such merger agreement would include a reverse termination fee of $8,517,000 that would be payable to Diedrich Coffee if the GMCR merger agreement were to be terminated under certain circumstances.

The Board of Directors of Diedrich Coffee determined that GMCR's $32.00 all-cash offer, as so revised, continued to be a Superior Proposal (as defined in the Peet's merger agreement) to Peet's recent proposal to pay to Diedrich Coffee's stockholders a combination of $19.80 in cash and 0.321 of a share of Peet's common stock for each share of Diedrich common stock tendered and accepted in its exchange offer, representing total consideration of approximately $30.35 per share based on the closing price of Peet's common stock on Tuesday, November 24, 2009 of $32.86 per share. Peet's most recent proposal enhanced the original offer consideration, which consisted of a combination of $17.33 in cash and a fraction of a share of Peet's common stock, having a value equal to $8.67 based on a formula as provided in the Peet's merger agreement, provided that in no event would such fraction have exceeded 0.315 of a share of Peet's common stock, representing total consideration of $26.00 per share. Peet's most recent proposal expired this morning and thus the consideration payable by Peet's reverted to the original offer of $26.00 per share.

(NOTE - Peet's Coffee Had Also Issued Statement Following News Diedrich (DDRX) Says Green Mountain (GMCR) Revised Offer is 'Superior')

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