Reser's Fine Foods, Inc. and Vaughan Foods, Inc. have entered into an agreement for Reser's to acquire Vaughan Foods for $18.25 million in cash. Vaughan's board of directors has unanimously approved the transaction, which is subject to approval from Vaughan's stockholders and other closing conditions, and is expected to close in the early fall 2011.
"Our company is a family-owned business with a rich history of working closely with our employees, customers and suppliers. The synergies between Vaughan Foods, Inc. and Reser's Fine Foods, Inc. will provide our valued customers with a wider range of today's freshest foods. We look forward to partnering together as we move forward," said Mark Reser, president and CEO of Reser's Fine Foods in a prepared statement.
Herb Grimes, chairman of the board and CEO of Vaughan Foods, said, "We are extremely pleased with the offer from Reser's Fine Foods. We believe the offer benefits our employees, their families and our investors. After 50 years of business, Vaughan Foods has found within Reser's a company that is growing at a strong pace. It is a company that will respect our legacy as a family-operated company that delivers the freshest products throughout the nation."
Under the terms of the agreement, Vaughan will become a subsidiary of Reser's. Immediately following the closing, Vaughan stockholders will receive $1.58 per Vaughan share, which represents a 285 percent premium to the Vaughan closing stock price on May 13, 2011, the last trading day prior to the execution of the Term Sheet, when agreement was reached regarding the transaction consideration.
Reser's Fine Foods is a fourth generation family-owned company. Based in Beaverton, Ore., Reser's has facilities located across the U.S. Reser's is an industry leader in salads, side dishes, dips, Mexican foods, and specialty products. Sixty years after Mildred Reser perfected her world-famous potato salad, the company now serves up a variety of comfort food classics. Founded in 1950 by Earl and Mildred Reser, the company remains privately owned and operated.
Vaughan Foods is an integrated manufacturer and distributor of value-added, refrigerated foods. Vaughan sells to both foodservice and retail sectors. Its products consist of fresh-cut vegetables, fresh-cut fruits, salad kits, prepared salads, dips, spreads, soups, sauces and side dishes. Vaughan's primary manufacturing facility is in Moore, Okla. Its soups and sauces are manufactured in our facility in Fort Worth, Texas.