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This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares (as defined below). The Offer (as defined below) is made
solely by the Offer to Purchase dated May 31, 2000 and the related Letter of
Transmittal, and is being made to all holders of Shares. Purchaser (as defined
below) is not aware of any state where the making of the Offer is prohibited
by administrative or judicial action pursuant to any valid state statute. If
Purchaser becomes aware of any valid state statute prohibiting the making of
the Offer or the acceptance of Shares pursuant thereto, Purchaser will make a
good faith effort to comply with such state statute. If, after such good faith
effort, Purchaser cannot comply with such state statute, the Offer will not be
made to (nor will tenders be accepted from or on behalf of) the holders of
Shares in such state. In any jurisdiction where the securities, blue sky or
other laws require the offer to be made by a licensed broker or dealer, the
Offer shall be deemed to be made on behalf of Purchaser by Deutsche Bank
Securities Inc. or one or more registered brokers or dealers licensed under
the laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
CASTLE & COOKE, INC.
FOR
$18.50 NET IN CASH
BY
CASTLE ACQUISITION COMPANY, INC.
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
FLEXI-VAN LEASING, INC.
Castle Acquisition Company, Inc. ("Purchaser"), a Hawaii corporation and
wholly-owned subsidiary of Castle & Cooke Holdings, Inc., a Delaware
corporation and wholly-owned subsidiary of Flexi-Van Leasing, Inc., a Delaware
corporation ("Parent"), hereby offers to purchase all outstanding shares of
common stock, having no par value (the "Shares"), of Castle & Cooke, Inc., a
Hawaii corporation (the "Company"), at a price of $18.50 per Share (the "Offer
Price"), net to the seller in cash, without interest, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated May 31,
2000 (the "Offer to Purchase") and in the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON JULY 6, 2000, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER THAT NUMBER OF
SHARES WHICH CONSTITUTES AT LEAST A SIMPLE MAJORITY OF THE OUTSTANDING SHARES
NOT ALREADY OWNED BY PURCHASER OR ITS AFFILIATES (ASSUMING EXERCISE OF ALL
OUTSTANDING OPTIONS AND AFTER GIVING EFFECT TO AGREEMENTS NOT TO EXERCISE, OR
TO CANCEL, WARRANTS) ON THE DATE SHARES ARE ACCEPTED FOR PAYMENT.
The purpose of the Offer is to enable Purchaser to acquire control of, and the
entire equity interest in, the Company. For purposes of the Offer, Purchaser
will be deemed to have accepted for payment, and thereby purchased, Shares
properly tendered to Purchaser and not withdrawn, if and when Purchaser gives
oral or written notice to EquiServe
<PAGE>
Trust Company, N.A. (the "Depositary") of Purchaser's acceptance for payment
of such Shares pursuant to the Offer. Upon the terms and subject to the
conditions of the Offer, payment for Shares accepted for purchase pursuant to
the Offer will be made by deposit of the purchase price therefor with the
Depositary, which will act as agent for tendering shareholders for the purpose
of receiving the payment from Purchaser and transmitting it to tendering
shareholders whose Shares have been accepted for payment. Under no
circumstances will interest be paid by Purchaser by reason of any delay in
making the purchase. In all cases, payment for Shares tendered and accepted
for payment pursuant to the Offer will be made only after timely receipt by
the Depositary of (i) certificates for such Shares or timely confirmation of a
book-entry transfer of such Shares into the Depositary's account at the
Book-Entry Transfer Facility (as defined in PROCEDURE FOR TENDERING SHARES of
the Offer to Purchase) pursuant to the procedures set forth in PROCEDURE FOR
TENDERING SHARES of the Offer to Purchase, (ii) a Letter of Transmittal (or a
facsimile thereof), properly completed and duly executed, with any required
signature guarantees, or, in the case of a book-entry transfer, an Agent's
Message (as defined in PROCEDURE FOR TENDERING SHARES of the Offer to
Purchase) and (iii) any other documents required by the Letter of Transmittal.
Purchaser expressly reserves the right, in its sole discretion, at any time
and from time to time, to extend for any reason the period of time during
which the Offer is open, including the occurrence of any condition specified
in CONDITIONS TO THE OFFER of the Offer to Purchase, by giving oral or
written notice of such extension to the Depositary. Any such extension will
be followed as promptly as practicable by public announcement thereof, such
announcement to be made no later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled Expiration Date of the
Offer. During any such extension, all Shares previously tendered and not
withdrawn will remain subject to the Offer, subject to the rights if any of
tendering shareholders to withdraw their Shares.
If the conditions to the Offer have been satisfied as of the then scheduled
Expiration Date, but fewer Shares have been tendered than are needed to effect
a short-form merger under the Hawaii Business Corporation Act, Purchaser
will accept and promptly make payment for Shares tendered and not withdrawn
as of that Expiration Date and will extend the Offer for a subsequent
offering period in accordance with Rule 14d-11 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended, in order
to provide the holders of Shares additional time to tender their Shares.
The term "Expiration Date" means 12:00 midnight, New York City time, on July 6,
2000 unless and until Purchaser shall have extended the period of time
during which the Offer is open, in which event the term "Expiration Date"
shall mean the latest time and date at which the Offer, as so extended by
Purchaser, will expire.
Tenders of Shares made pursuant to the Offer are irrevocable except that such
Shares may be withdrawn at any time prior to 12:00 midnight, New York City
time, on July 6, 2000 (or the latest time and date at which the Offer, if
extended by Purchaser otherwise than pursuant to Rule 14d-11 of the General
Rules and Regulations under the Securities Exchange Act of 1934, shall
expire) and, unless theretofore accepted for payment by Purchaser pursuant to
the Offer, may also be withdrawn at any time (except during a subsequent
offering period) after July 26, 2000. For a withdrawal to be effective, a
written, telegraphic or facsimile transmission notice of withdrawal must be
timely received by the Depositary at one of its addresses set forth on the
back cover page of the Offer to Purchase. Any such notice of withdrawal must
specify the name of the person who tendered the Shares to be withdrawn, the
number of Shares to be withdrawn and the name of the registered holder of
such Shares, if different from that of the person who tendered such Shares.
If certificates for Shares have been delivered or otherwise identified to the
Depositary, then, prior to the physical release of such certificates, the
serial numbers shown on such certificates must be submitted to the Depositary
and the signature(s) on the notice of
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withdrawal must be guaranteed by an Eligible Institution (as defined in
PROCEDURE FOR TENDERING SHARES of the Offer to Purchase), unless such Shares
have been tendered for the account of an Eligible Institution. If Shares have
been tendered pursuant to the procedure for book-entry transfer as set forth
in PROCEDURE FOR TENDERING SHARES of the Offer to Purchase, any notice of
withdrawal must specify the name and number of the account at the Book-Entry
Transfer Facility to be credited with the withdrawn Shares. All questions as
to the form and validity (including the time of receipt) of any notice of
withdrawal will be determined by Purchaser, in its sole discretion, whose
determination will be final and binding.
The information required to be disclosed by Rule 13e-3(e)(1) and Rule
14d-6(d)(1)(ii) of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended, is contained in the Offer to Purchase and
is incorporated herein by reference.
The Offer to Purchase and the related Letter of Transmittal will be mailed to
record holders of Shares whose names appear on the Company's shareholder list
and will be furnished, for subsequent transmittal to beneficial owners of
Shares, to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the shareholder
list or who are listed as participants in a clearing agency's security
position listing.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO
THE OFFER.
Questions and requests for assistance or for additional copies of the Offer to
Purchase and the related Letter of Transmittal and other tender offer
materials may be directed to the Information Agent or the Dealer Manager as
set forth below, and copies will be furnished promptly at Purchaser's expense.
No fees or commissions will be paid to brokers, dealers or other persons
(other than the Information Agent and the Dealer Manager) for soliciting
tenders of Shares pursuant to the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
GEORGESON
SHAREHOLDER
COMMUNICATIONS INC.
17 State Street, 10th Floor
New York, New York 10004
Banks and Brokerage Firms Please Call (212) 440-9800
Shareholders Please Call (800) 223-2064
THE DEALER MANAGER FOR THE OFFER IS:
DEUTSCHE BANC ALEX. BROWN
Deutsche Bank Securities Inc.
130 Liberty Street, 33rd Floor
New York, New York 10006
(212) 250-6000 (Call Collect)
June 1, 2000
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