Exhibit 99.1
NEWS FROM:
ESKIMO PIE CORPORATION
901 Moorefield Park Drive Contact: Thomas M. Mishoe, Jr.
Richmond, Virginia 23236 Telephone: (804)-560-8490
FOR IMMEDIATE RELEASE: June 1, 2000
ESKIMO PIE & COOL BRANDS AMEND MERGER AGREEMENT
Richmond, Virginia (NASDAQ NNM: EPIE) - Eskimo Pie Corporation
announced today that it has executed an amendment to the previously announced
merger agreement entered into on May 3, 2000 with CoolBrands International Inc.
(formerly, Yogen Fruz World-Wide Incorporated), for the acquisition of Eskimo
Pie Corporation at a purchase price of (U.S.) $10.25 cash per share to
shareholders of Eskimo Pie Corporation. As originally executed, the merger
agreement contemplated that the tender offer would commence simultaneously with
the mailing of the proxy materials relating to the special meeting to approve
the merger and would run concurrently with the proxy solicitation. The primary
purpose of the amendment is to provide that CoolBrands would commence the tender
offer for Eskimo Pie shares only after a special meeting of shareholders held to
approve the merger, and only in the event that the shareholder vote is
insufficient under applicable law to approve the merger.
Under the merger agreement as amended, as promptly as practical, Eskimo
Pie will call a special meeting of shareholders to vote on a merger transaction
by which Eskimo Pie Corporation would become a wholly-owned subsidiary of
CoolBrands. If the merger is approved by a vote of at least two-thirds of Eskimo
Pie shares outstanding, exclusive of the approximate 17% interest owned by
CoolBrands, the merger will be consummated upon satisfaction of closing
conditions, and no tender offer will be made. If the vote necessary for the
merger is not obtained, CoolBrands will commence a tender offer to purchase, for
a cash price of $10.25 per share, all shares of Eskimo Pie stock tendered,
subject to a minimum of approximately 41% of the Eskimo Pie shares not owned by
CoolBrands being tendered.
David B. Kewer, president and chief executive officer of Eskimo Pie
Corporation, said that this amendment was required to satisfy certain regulatory
technicalities and will not affect the price to be paid to Eskimo Pie
shareholders on consummation of the transaction.
The parties anticipate that proxy materials relating to the special
meeting of Eskimo Pie shareholders will be mailed sometime in July and that the
special meeting of shareholders will be held in August 2000. The proposed
transaction, whether it is consummated in the form of a merger or a tender
offer, remains subject to customary closing conditions.
Eskimo Pie Corporation, headquartered in Richmond, Virginia, created the frozen
novelty industry in 1921 with the invention of the Eskimo Pie ice cream bar.
Today, the Company markets a broad range of frozen novelties, ice cream and
sorbet products under the Eskimo Pie, Real Fruit, Welch's, Weight Watchers Smart
Ones, SnackWell's and OREO brand names. These nationally branded products are
generally manufactured by a select group of licensed dairies who purchase the
necessary flavors ingredients and packaging directly from the Company. Eskimo
Pie Foodservice is a leading supplier of premium soft serve ice cream, frozen
yogurt, custard and smoothies to the foodservice industry. The Company also
sells a full line of quality flavors and ingredients for use in private label
dairy products in addition to the brands it licenses.
