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Reuters
Farmer Bros. buys out dissident shareholders
Wednesday December 24, 8:37 pm ET
 

By Ben Berkowitz

LOS ANGELES, Dec 24 (Reuters) - Coffee roaster Farmer Bros Co. (NasdaqNM:FARM), a closely-held company that has been locked in a battle over voting control, on Wednesday said it has bought out the interests of some relatives of its founders at a steep discount to market prices.

The company also said it has retained Credit Suisse First Boston to consider strategic options, and said its board of directors has approved a 10-for-1 stock split.

Torrance, California-based Farmer Bros. said it has purchased the 443,845 shares of its stock held by the Crowe family for nearly $111 million, or about $250 per share.

That represents a discount of about 21 percent to the stock's closing price of $316 on the Nasdaq on Wednesday. Volume on Farmer Bros. stock is typically well less than 1,000 shares.

The Crowes had been opposing a move by the company to reincorporate in the state of Delaware, and had sought a court order to remove Chairman Roy F. Farmer as trustee of the family trusts holding the Crowe shares.

Farmer Bros. declined to comment on the purchase price beyond what was said in a statement and neither the Crowes nor their attorney could be reached for comment.

Concurrently with the purchase from the Crowe family, Farmer Bros. said it has offered its employee stock ownership plan (ESOP) the chance to buy 125,000 shares at the $250 price, bringing its holdings to 300,000 shares.

After the close of the Crowe deal, and assuming the ESOP's trustee approves its purchase, Farmer Bros. said the Farmer family will hold 39.6 percent of its shares, the ESOP will hold 18.7 percent and outside shareholders 41.7 percent.

As of Dec. 20, Roy F. Farmer had voting control over 43.4 percent of the stock, including the Crowe shares, according to a proxy statement Farmer Bros. filed with the U.S. Securities and Exchange Commission on Wednesday. The ESOP had controlled 9 percent.

The company has also changed the ESOP's voting structure. Of the 300,000 shares, about 25,000 are actually held by employees. In past, a management committee voted the unallocated shares.

Those shares will now be voted in proportion to the votes cast on the allocated shares, so whatever percentage of allocated shares are voted in favor of a proposal, the equal percentage of unallocated shares will be voted the same way.

The annual meeting to consider the reincorporation in Delaware and other measures is now set for Jan. 21.

The company also said a federal court in Los Angeles on Tuesday denied a motion for a preliminary injunction filed by a shareholder who claimed the company had illegally lent the ESOP money to buy shares.

 

 

The Forum is open to all Farmer Bros. shareholders, whether institutional or individual, and to professionals concerned with their investment decisions.  Its purpose is to provide shareholders with access to information and a free exchange of views on issues relating to their evaluations of alternatives.  As stated in the Forum's Conditions of Participation, participants are expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

There is no charge for participation.  Franklin Mutual Advisers, LLC, the manager of funds owning approximately 12.6% of Farmer Bros. shares, provided initial sponsorship for the Forum and arranged for it to be chaired by Gary Lutin.  Continuing support and guidance of the Forum is provided by an Advisory Panel of actively interested shareholders.

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