DOLE Project Reference

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The Shareholder Forum^tm

support for appraised fair value realization

of stock investments in

Dole Food Company, Inc.

Dole Project Reference

For related issues, see

Appraisal Rights

for Intrinsic Value Realization

Project Status

The Shareholder Forum determined that it would not provide support for Dole appraisal rights because of the risks created by disorderly investor competition for interests. The buyout was approved on October 31, 2013 by only 50.9% of the company's unaffiliated shareholders, and it was subsequently reported that claims for appraisal rights exceeded the number of legally eligible shares.

Project Reference

Project Activities

News Reports

Reference Material

■ Company Reports

■ Investor Reports

■ Legal and Regulatory

Project Activities

News Reports

March 21, 2017 The New York Times | DealBook: "Dole Case Illustrates Problems in Shareholder System" [Professor adds confusion to problems with obsolete management of stock ownership records]
February 24, 2017 FinOps: "Dole Class Action Ruling: Short-Selling Clawback Next?" [Legal experts offer irrational solution to irrational securities regulations: sue the short-sellers]
February 17, 2017, Matt Levine in Bloomberg View: "Dole Food Had Too Many Shares" [Explanation of problems resulting from obsolete management of securities records]
February 15, 2017 Law360: "Chancery Lets Stockholders Amend $116M Dole Settlement" [Another court decision addresses obsolete processes for recording stock ownership rights]
December 7, 2015 Law360: "Dole CEO, Execs To Pay $114M In Merger Fraud Settlement" [Lawyers negotiate 30% fee to settle all appraisal and class action claims at same price below court's class award]
August 31, 2015 Law360: "3 Lessons From The Rise And Fall Of Dole's GC" [Lawyers' views of counsel's participation in fraud]
August 27, 2015 Reuters: "Dole CEO found liable for $148.2 million over 2013 buyout" [Court awards "fair price" to all former shareholders in class action for breaches of duty, making appraisal rights moot]
July 2, 2015 Law360: "Dole Says Claims Over $1.6B Deal 'Recklessly Villainize' CEO" [Confusion of class action claims based on fair market price with rights to appraisal based on intrinsic value]
February 27, 2015 Financial Times | Lex: "Management Buyouts: Trust issues | The dilemma is this: the boss has the inside perspective on the value of the company" [Logical analysis of buyouts by insiders]
February 13, 2015 Law360: "Chancery Won't Allow Early Appeal In $1.6B Dole Deal Case" [Progress of shareholder claims for Dole breaches of duty, represented by same attorneys responsible for alternative appraisal claims]
June 19, 2014 Wall Street Journal: "Hedge Fund 'Appraisal Arbitrage' Strategy Faces Court Challenge" [Court challenge to practices of more adventurous appraisal rights investors]
May 30, 2014 New York Times DealBook: "Fine Legal Point Poses Challenge to Appraisal Rights" [One of the reasons for Forum's practices in establishing eligibility for appraisal rights]
March 27, 2014 New York Law Journal: "Shareholder Activism in the M&A Context" [Professional M&A advisor views of appraisal rights "activism"]
March 5, 2014 American Lawyer: "Appraisal Rights the Latest Tool for Yield-Hungry Hedge Funds" [Reports of increasing fund manager interest in appraisal rights investments]
March 4, 2014 New York Times DealBook: "A New Form of Shareholder Activism Gains Momentum" [Shareholder right to appraised fair value now considered form of activist investing]
November 22, 2013 Wall Street Journal MoneyBeat: "Fortress Wants More for Its Dole Food Shares | It Is Among Large Investors Asking for More Per Share After CEO Took Company Private" [Funds engaging in "appraisal arbitrage" identified in recent filings]
October 31, 2013 Wall Street Journal MoneyBeat: "Dole Food Deal Passes By Slim Margin as Hedge Funds Seek Appraisal" [Increasing use of rights to intrinsic value instead of buyout price]
October 3, 2013 Bloomberg: "Dell Value Dispute Spotlights Rise in Appraisal Arbitrage" [development of funds specializing in appraisal rights]
September 17, 2013 New York Times DealBook: "Dole Food’s Buyout in 2013 Looks a Lot Like One in 2003" [another value investor buyout opportunity]

Reference Material

Company Reports
- Proxy Statements
  - October 3, 2013 Dole Food Company, Inc. SEC Schedule 14A: Definitive Proxy Statement for October 31, 2013 Special Meeting (172 pages, 822 KB, in PDF format)
  - October 3, 2013 Dole Food Company, Inc. SEC Schedule 14A Amendment No. 3: Revised Preliminary Proxy Statement for October 31, 2013 Special Meeting (172 pages, 822 KB, in PDF format)
  - October 1, 2013 Dole Food Company, Inc. SEC Schedule 14A Amendment No. 2: Revised Preliminary Proxy Statement (172 pages, 818 KB, in PDF format)
  - September 20, 2013 Dole Food Company, Inc. SEC Schedule 14A Amendment No. 1: Revised Preliminary Proxy Statement (168 pages, 804 KB, in PDF format)
  - August 21, 2013 Dole Food Company, Inc. SEC Schedule 14A: Preliminary Proxy Statement (164 pages, 779 KB, in PDF format)
- Transaction Statement Disclosure Reports:
  - October 3, 2013 Dole Food Company, Inc. Schedule 13E-3 Transaction Statement, Amendment No. 5 (15 pages, 102 KB, in PDF format)
  - October 3, 2013 Dole Food Company, Inc. Schedule 13E-3 Transaction Statement, Amendment No. 4 (17 pages, 104 KB, in PDF format)
  - October 1, 2013 Dole Food Company, Inc. Schedule 13E-3 Transaction Statement, Amendment No. 3 (88 pages, 2,500 KB, in PDF format)
  - September 24, 2013 Dole Food Company, Inc. Schedule 13E-3 Transaction Statement, Amendment No. 2 (11 pages, 578 KB, in PDF format)
  - September 20, 2013 Dole Food Company, Inc. Schedule 13E-3 Transaction Statement, Amendment No. 1 (106 pages, 3,220 KB, in PDF format)
  - August 13, 2013 Dole Food Company, Inc. Schedule 13E-3 Transaction Statement (204 pages, 9,200 KB, in PDF format)
- November 1, 2013, Dole Food Company, Inc. (as published by Business Wire) press release: "David H. Murdock Completes Acquisition of Dole Food Company, Inc."
- October 31, 2013, Dole Food Company, Inc. (as published by Business Wire) press release: "Dole Food Company, Inc. Stockholders Approve Merger"
- October 22, 2013, Dole Food Company, Inc. SEC Form 8-K Current Report: Confidential Preliminary Offering Memorandum being disseminated in connection with proposed notes offering (25 pages, 167 KB, in PDF format)
- October 21, 2013, Dole Food Company, Inc. (as published by Business Wire) press release: "Dole Food Company, Inc. Announces $275 Million Senior Secured Notes Offering"
- October 18, 2013, Dole Food Company, Inc. (as published by Business Wire) press release: "Dole Announces Institutional Shareholder Services Support for Pending Transaction"
- September 11, 2013, Dole Food Company, Inc. (as published by Business Wire) press release: "Dole Announces Expiration of the “Go-Shop” Period and Termination of HSR Antitrust Waiting Period"
- August 12, 2013, Dole Food Company, Inc. (as published by Business Wire) press release: "Dole Food Company, Inc. and David H. Murdock Announce Definitive Agreement for Dole to be Acquired for $13.50 per Share in Cash"
Investor Reports
- October 28, 2013, Merion Investment Management LP SEC Form SC 13G statement of acquisition of beneficial ownership, reporting ownership of 7,510,890 shares (8.3%) of the common stock of Dole Food Company, Inc. (8 pages, 49 KB, in PDF format)
Legal and Regulatory Reference
- February 15, 2017, In re Dole Food Co. Inc. Shareholder Litigation (Consolidated C.A. No. 8703-VCL): Memorandum Opinion [Decision authorizes alternative to traditional process that fails to accurately identify shareholders for distribution of awards]
- August 27, 2015, In re Dole Food Co. Inc. Shareholder Litigation (Consolidated C.A. No. 8703-VCL) and In re Appraisal of Dole Food Company Inc. (Consolidated C.A. No. 9079-VCL): Memorandum Opinion [Decision awards "fair price" to all former shareholders in class action for breaches of duty, making appraisal rights moot]
- December 9, 2014, In re Appraisal of Dole Food Company Inc. (Consolidated C.A. No. 9079-VCL): Opinion [Decision allows buyer discovery of petitioner valuations]
- Delaware General Corporation Law, § 262. Appraisal Rights

The project supporting investor interests in Dole Food Company, Inc. is being conducted by the Shareholder Forum for the benefit of participants in its program for Appraisal Rights Investments, subject to conditions including standard Forum policies that each participant is expected to make independent use of information obtained through the Forum and that participation is considered private unless the participant specifically authorizes identification.

Inquiries may be sent to dole@shareholderforum.com.

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Shareholder Forum™ is a trademark owned by The Shareholder Forum, Inc., for the programs conducted since 1999 to support investor access to decision-making information. It should be noted that we have no responsibility for the services that Broadridge Financial Solutions, Inc., introduced for review in the Forum's 2010 "E-Meetings" program and has since been offering with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.