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| Filed by Suiza Foods Corporation pursuant to | ||
| Rule 425 of the Securities Act of 1933 | ||
| and deemed filed pursuant to Rule 14a-12 of the | ||
| Securities Exchange Act of 1934 | ||
| Subject Company: Dean Foods Company | ||
| Commission File No. 333-64936 |
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Some of the statements in this document are “forward-looking” and are made pursuant to the safe harbor provision of the Securities Litigation Reform Act of 1995. These “forward-looking” statements include statements relating to (1) the impact the companies expect the proposed transaction to have on earnings per share, (2) the companies’ expectations about their ability to successfully integrate the combined businesses, (3) the amount of cost savings and overall operational efficiencies the companies expect to realize as a result of the proposed transaction, (4) when the companies expect to close the proposed transaction, (5) the level of divestitures necessary to obtain regulatory approval, (6) the companies’ projected combined sales, EBITDA and margins, (7) the ability of the companies to implement and continue branding initiatives and product innovations in a cost effective manner, (8) the ability of the companies to obtain financing for the transaction upon the terms contemplated, and (9) the ability to meet their stated financial goals. These statements involve risks and uncertainties which may cause results to differ materially from those set forth in these statements. The ability to achieve the earnings per share projected and to realize projected cost savings and operational efficiencies is dependent upon their ability in the time periods projected, to (i) consolidate or reduce certain administrative or centralized functions, (ii) obtain certain goods and services more cost effectively, (iii) shift production and distribution between operating locations without disruption in their operations or in their relations with their customers, and (iv) close the proposed transactions on the terms contemplated. The ability to close the proposed transaction in the third quarter is subject to receipt of shareholder approval and regulatory approval. The level of divestitures necessary to obtain regulatory approval of the transaction is subject to the extent of competition in the various markets in which the combining companies operate, as determined by the Department of Justice, other regulatory authorities and potentially, state and federal courts. The ability of the companies to achieve projected combined sales, EBITDA and margins is dependent upon the ability of the combining companies to maintain their existing customer and other business relationships or to replace such customers or business relationships with other comparable relationships and upon economic, governmental and competitive conditions generally. The ability of the companies to obtain financing and the terms of such financing is subject to the financial condition and operating performance of each of the combining companies prior to closing and to economic and financial market conditions generally. Other risks affecting the business of the companies are identified in their filings with the Securities and Exchange Commission, including the Suiza Foods Annual Report on Form 10-K for the year ended December 31, 2000 and the Dean Foods Annual Report on Form 10-K for the year ended May 28, 2000. All forward-looking statements in this press release speak only as of the date hereof. Suiza and Dean Foods expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in their expectations or any changes in the events, conditions or circumstances on which any such statement is based.
Other Legal Information
Suiza and Dean Foods have filed with the SEC a preliminary joint proxy
statement/prospectus and other relevant documents concerning the proposed
transaction. In addition, Suiza and Dean Foods will prepare and file a
definitive joint proxy statement/prospectus and other relevant documents
concerning the proposed merger transaction. INVESTORS ARE URGED TO READ THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, WHEN IT BECOMES AVAILABLE, AND ANY
AMENDMENTS OR SUPPLEMENTS TO THE DEFINITIVE
JOINT PROXY STATEMENT/PROSPECTUS AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION CONCERNING THE
PROPOSED TRANSACTION. Investors will be able to obtain the definitive joint
proxy statement/prospectus and other documents filed with the SEC free of
charge at the SEC’s website (http: //www.sec.gov). In addition, definitive the
joint proxy statement/prospectus and other documents filed by Suiza and Dean
Foods with the SEC may be obtained free of charge by contacting Suiza Foods
Corporation, 2515 McKinney Avenue, Suite 1200, Dallas, Texas 75201, Attn:
Investor Relations (tel 214-303-3400), or Dean Foods, 3600 North River Road,
Franklin Park, Illinois 60131, Attn: Corporate Secretary (tel 847-678-1680).
Suiza, Dean Foods and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from the
stockholders of Suiza and Dean Foods in connection with the transaction.
The directors and executive officers of Suiza and their beneficial
ownership of Suiza common stock are set forth in the proxy statement for
the 2001 annual meeting of Suiza. The directors and executive officers
of Dean Foods and their beneficial ownership of Dean Foods common stock
are set forth in the proxy statement for the 2000 annual meeting of Dean
Foods. You may obtain the proxy statements of Suiza and Dean Foods free
of charge at the SEC’s website (http://www.sec.gov). Stockholders of
Suiza and Dean Foods may obtain additional information regarding the
interest of such participants by reading the joint proxy
statement/prospectus when it becomes available.
The communication filed herewith is a newsletter published by Suiza Foods Corporation.
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