<p>David H. Murdock has offered to buy Dole Food for $13.50 a share in a buyout that has been approved by the board. This is his next buyout of Dole Food since 2003, when he took the fruit company private in a $2.5 billion deal. Since then, Dole went public, raising $446 million.<hr class="legacyRuler"><hr class="legacyRuler"><hr class="invisible minimal-padding"> However, the New York Times reports that a lawsuit brought by some shareholders in the Delaware Chancery Court is challenging the deal, contending that it is rife with conflicts as Murdock uses his previous experience at taking Dole private to his advantage. Moreover, the people involved in this current buyout were also involved in the 2003 buyout. For example, four of the directors on Dole’s seven-member board, including Murdock, were directors when the company was public the first time. Two of the directors are former or current executives of Dole, with more than a decade at the company. Murdock’s advisers – the law firm Paul, Hastings, Janofsky & Walker and Deutsche Bank – played the same roles in the first buyout as well.<hr class="legacyRuler"><hr class="legacyRuler"><hr class="invisible minimal-padding"> The shareholder lawsuit contends that Murdock has used his connections to stack the deck in his favor, pushing the special committee of independent directors to approve a deal. Although Murdock’s connections and relationships with members of the Dole board might appear to present potential problems, the directors considered them and decided, according to regulatory filing, that they “would act in an independent and disinterested manner.”<hr class="legacyRuler"><hr class="legacyRuler"><hr class="invisible minimal-padding"> In his buyout offer, Murdock stated: “Operating Dole Food Company as a private enterprise is the best alternative given the public-market focus on short-term earnings and predictable quarterly results. This will give the company greater flexibility to make investment and operating decisions based on long-term strategic goals.”<hr class="legacyRuler"><hr class="legacyRuler"><hr class="invisible minimal-padding"> The plaintiffs also argue that Murdock timed the buyout to come in a lull in Dole’s stock price, one caused by asset dispositions as the business rebuilds. Nevertheless, Dole and its board contend that the deal was fair since it “remains subject to a vote of disinterested stockholders.” Consequently, the deal requires that a majority of all shareholders other than Murdock approve the buyout in a vote, but shareholders are typically reluctant to take risk, so approval is likely.<hr class="legacyRuler"><hr class="legacyRuler"><hr class="invisible minimal-padding"> The similarities between the 2003 buyout and the 2013 buyout are peculiar, but will Murdock acquire Dole once again?<hr class="legacyRuler"><hr class="legacyRuler"><hr class="invisible minimal-padding"> Stay tuned to AndNowUKnow as we follow continuing development on the Dole buyout.</p><hr class="legacyRuler"><hr class="invisible minimal-padding"><p><a class="btn btn-sm btn-primary col-lg-12" style="white-space: normal;" href=" http://dealbook.nytimes.com/2013/09/17/dole-foods-buyout-in-2013-looks-a-lot-like-one-in-2003/" target="_new"> The New York Times </a><hr class="legacyRuler"><hr class="legacyRuler"><hr class="invisible minimal-padding"><a class="btn btn-sm btn-primary col-lg-12" style="white-space: normal;" href=" http://www.dole.com" target="_new"> Dole </a></p><hr class="legacyRuler"><hr class="invisible minimal-padding">
