Utz Quality Foods, Golden Enterprises to merge

Golden Enterprises and Utz Quality Foods of Hanover, PA entered into a definitive merger agreement on July 18. Under the merger, Utz will acquire Golden Enterprises and Golden Enterprises stockholders will receive $12 per share in cash. This price represents a premium of approximately 71 percent over the Golden Enterprises’ 30-day average closing trading price of $7.00.

“This merger will allow the Golden Flake brand to continue to grow in our core southeastern markets,” said Mark McCutcheon, Golden Enterprises CEO.

Subject to antitrust approval and satisfaction of other customary closing conditions, the transaction is expected to close in the fourth quarter of 2016. Following the execution of the merger agreement, stockholders representing a majority of the voting shares of Golden Enterprises delivered a written consent approving and adopting the merger agreement. The merger agreement includes a three-day period during which the company’s board can consider an unsolicited alternative proposal that it concludes in good faith (after consultation with outside legal counsel and the financial advisor) is more favorable from a financial point of view to the stockholders of the company than the transaction contemplated by the merger agreement.

North Point Advisors, LLC acted as financial advisor to the special committee of the board of directors of Golden Enterprises. Sirote & Permutt, PC acted as counsel to the special committee of the board of directors of Golden Enterprises. Sandler O’Neill acted as financial advisor to Utz. Cozen O’Connor acted as legal counsel to Utz.