Murdock makes power play at Dole

WESTLAKE VILLAGE, Calif. — Dole Food Company's board of directors has received an unsolicited proposal from David H. Murdock, the company's chairman of the board and CEO, to acquire all the outstanding shares of common stock of Dole not already owned by Murdock or his family for $12 per share in cash.

The board of directors will be meeting throughout the next several days to establish a special committee of independent directors to consider Murdock's proposal and its implications, in the context of assessing the appropriate course of action that is in the best interests of the company and its stockholders.

The company is cautioning its stockholders and others considering trading in the company's securities, stating that the process of considering the proposal is only in its beginning stages.

The offer, which Murdock made yesterday evening to the board, represents an 18% premium over the closing price on Monday, June 10, of $10.20 per share and a premium of 19% to the volume-weighted average stock price for the one month preceding June 10.

The offer contemplates the negotiation and execution of a binding agreement by July 31, which would contain customary terms and conditions for transactions of this type. Murdock has stated he will not proceed unless the offer is approved by a committee of independent directors and by a majority of the outstanding shares not owned by him. He has engaged Deutsche Bank to advise on the transaction.

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