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(a) (9) Text of press release issued by Castle & Cooke Inc. dated June
22, 2000
CASTLE & COOKE, INC. ANNOUNCES TENTATIVE SETTLEMENT OF
SHAREHOLDER LITIGATION
LOS ANGELES, California, June 22, 2000 -- Castle & Cooke, Inc. announced today
that Flexi-Van Leasing, Inc. and the Board of Directors of Castle & Cooke, Inc.
have tentatively agreed to settle shareholder litigation relating to Flexi-Van
Leasing, Inc.'s offer to purchase all of the outstanding shares of Castle &
Cooke, Inc. Under the tentative settlement, the offer price would be increased
by $0.75 per share from $18.50 to $19.25 per share, representing a 60 percent
increase over the $12.06 per share price of the stock immediately prior to
Flexi-Van Leasing, Inc.'s March 29, 2000 proposal of $17.00 per share and
creating an additional $123 million in enterprise value. The higher offer price
also represents a $38 million or an approximate 13 percent increase over the
$17.00 per share price specified in the original proposal. The $19.25 per share
offered under the tentative settlement places the total enterprise value, which
includes the assumption of debt, of Castle & Cooke, Inc. at approximately $615
million.
The tentative settlement is subject to the execution of a binding
settlement agreement and court approval. Tender offer materials filed on May 31,
2000 with the Securities and Exchange Commission to commence the tender offer at
$18.50 per share are in the process of being amended to reflect the increased
price of $19.25 per share under the tentative settlement and will be filed with
the Securities and Exchange Commission and distributed to shareholders in due
course, subject to the tentative settlement terms being finalized.
The tender offer is conditioned upon a majority of the outstanding
common stock which Flexi-Van Leasing, Inc. or its affiliates do not already own
being validly tendered. In the merger, which is anticipated to follow the
closing of the tender offer, any shares not tendered will be converted into the
right to receive $19.25 per share in cash.
Castle & Cooke, Inc. is a developer of residential and commercial real
estate in Hawaii, California, North Carolina, Arizona, Georgia and Florida. The
company also owns and operates two of the world's highest-rated resorts on the
island of Lana'i in Hawaii.
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