UPDATE: Sara Lee (SLE) Approves Spin-Off of International Coffee-Tea Unit, 1-for-5 Reverse Split, $3/Share Special Dividend
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(Updated - May 31, 2012 5:32 PM EDT)
Sara Lee (NYSE: SLE) announced that its Board has unanimously approved the separation of its international Coffee & Tea business (“CoffeeCo”) from Sara Lee Corp. The Sara Lee board has also approved a 1-for-5 reverse stock split of shares of Sara Lee common stock to take effect immediately after the separation. The separation will be effected as follows:
No fractional D.E MASTER BLENDERS 1753 ordinary shares will be distributed to Sara Lee shareholders. Instead, the amount of fractional D.E MASTER BLENDERS 1753 ordinary shares that would otherwise have been distributed will be aggregated and sold in the open market, with the net proceeds distributed pro rata in the form of cash payments to shareholders who would otherwise have been entitled to receive a fractional ordinary share of D.E MASTER BLENDERS 1753.
Sara Lee has received a private letter ruling from the Internal Revenue Service that the distribution of CoffeeCo common stock and certain related transactions will qualify as tax-free to Sara Lee, CoffeeCo and Sara Lee shareholders for U.S. federal income tax purposes. The private letter ruling confirms that key requirements for tax-free treatment of the spin will be satisfied. Since, as a policy matter, the IRS does not rule on certain elements of the spin, at closing, Sara Lee expects to receive an opinion of counsel that those additional elements should be satisfied and that the distribution and certain related transactions should qualify as tax-free to Sara Lee, CoffeeCo and Sara Lee shareholders for U.S. federal income tax purposes. The domiciliation of the Coffee & Tea business in the Netherlands is expected to result in U.S. shareholders incurring U.S. tax on any gain attributable to their CoffeeCo shares that will be exchanged for ordinary shares of D.E MASTER BLENDERS 1753 pursuant to the merger. The Registration Statement provides a detailed discussion on the computation of this gain and certain other U.S. federal income tax matters in connection with the separation on pages 53-55.
Immediately after the separation and prior to the market open on June 29, 2012, Sara Lee will effect a 1-for-5 reverse stock split of Sara Lee common stock. As a result, every five shares of Sara Lee common stock will be converted into one share of Sara Lee common stock.
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Sara Lee (NYSE: SLE) announced that its Board has unanimously approved the separation of its international Coffee & Tea business (“CoffeeCo”) from Sara Lee Corp. The Sara Lee board has also approved a 1-for-5 reverse stock split of shares of Sara Lee common stock to take effect immediately after the separation. The separation will be effected as follows:
- A distribution of the CoffeeCo common stock will be made after market close on June 28, 2012 to our exchange agent on behalf of the Sara Lee shareholders of record as of the close of business on June 14, 2012.
- Immediately after the distribution of the CoffeeCo common stock, CoffeeCo will pay a $3.00 per share special dividend. The dividend will be paid to CoffeeCo’s shareholders of record as of the time immediately after the distribution of the CoffeeCo common stock, which are the Sara Lee shareholders of record as of the close of business on the record date.
- After the distribution of the $3.00 special dividend, CoffeeCo will merge with a subsidiary of D.E MASTER BLENDERS 1753 N.V., the ordinary shares of D.E MASTER BLENDERS 1753 will be exchanged for the shares of CoffeeCo common stock and all of the ordinary shares of D.E MASTER BLENDERS 1753 will be distributed to the CoffeeCo shareholders, which are the Sara Lee shareholders of record as of the close of business on the record date.
- Sara Lee shareholders of record on the record date will receive one ordinary share of D.E MASTER BLENDERS 1753 for each share of Sara Lee common stock they hold.
No fractional D.E MASTER BLENDERS 1753 ordinary shares will be distributed to Sara Lee shareholders. Instead, the amount of fractional D.E MASTER BLENDERS 1753 ordinary shares that would otherwise have been distributed will be aggregated and sold in the open market, with the net proceeds distributed pro rata in the form of cash payments to shareholders who would otherwise have been entitled to receive a fractional ordinary share of D.E MASTER BLENDERS 1753.
Sara Lee has received a private letter ruling from the Internal Revenue Service that the distribution of CoffeeCo common stock and certain related transactions will qualify as tax-free to Sara Lee, CoffeeCo and Sara Lee shareholders for U.S. federal income tax purposes. The private letter ruling confirms that key requirements for tax-free treatment of the spin will be satisfied. Since, as a policy matter, the IRS does not rule on certain elements of the spin, at closing, Sara Lee expects to receive an opinion of counsel that those additional elements should be satisfied and that the distribution and certain related transactions should qualify as tax-free to Sara Lee, CoffeeCo and Sara Lee shareholders for U.S. federal income tax purposes. The domiciliation of the Coffee & Tea business in the Netherlands is expected to result in U.S. shareholders incurring U.S. tax on any gain attributable to their CoffeeCo shares that will be exchanged for ordinary shares of D.E MASTER BLENDERS 1753 pursuant to the merger. The Registration Statement provides a detailed discussion on the computation of this gain and certain other U.S. federal income tax matters in connection with the separation on pages 53-55.
Immediately after the separation and prior to the market open on June 29, 2012, Sara Lee will effect a 1-for-5 reverse stock split of Sara Lee common stock. As a result, every five shares of Sara Lee common stock will be converted into one share of Sara Lee common stock.
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clearness 31 of May SLE
eric on Jun 16, 2012 05:59 PMMark as Spam | Reply to this comment
thus a person who has on the 14 th of june 2012 FIVE common stock SARA LEE has afterwards the spin off 1 HSH and 5 time the special dividend and 10 common stocks DE
or made I an reading error