Total Produce’s $300 Acquisition of 45% equity stake in Dole Food Company


Skadden is advising Total Produce on the deal

Total Produce, Europe’s leading fresh produce company, is pleased to announce that it has entered into a binding agreement to acquire a 45% equity stake in Dole Food Company from Mr. David H. Murdock for a cash consideration of $300 million (the “Transaction”).

Dole is one of the world’s largest fresh produce companies and a producer and marketer of high quality fresh fruit and vegetables. For the twelve months ended October 7, 2017, Dole generated revenue and Adjusted EBITDA of $4,455 million and $237 million 2, respectively. The transaction consideration for the 45% interest implies a Dole enterprise value of approx. $2 billion and approx. 9x Dole Adjusted EBITDA 3.

The Transaction brings together two of the world’s leading fresh produce companies, with complementary market positions in various product segments and geographies, and represents a very significant step in the history of Total Produce and a continuation of its successful expansion strategy.

The very highly regarded Dole management team will continue to operate the business as before, and Dole will continue to service its customers with high quality products as it has done in the past.

As part of the mutual agreement, Total Produce will share governance rights including equal board representation. Mr. Murdock will continue to be Chairman and Mr. Carl McCann will be Vice Chairman. Total Produce has fully committed acquisition financing in place to secure funding of the Transaction.

The Transaction is expected to generate low double digit adjusted earnings per share accretion for Total Produce in the first full fiscal year post closing.

The Skadden team includes: M&A partner David Eisman (Picture) and associate Nicole Howell; Capital Markets partner Michelle Gasaway; Banking partner David Kitchen; Antitrust and Competition partner Matthew Hendrickson (New York); Executive Compensation and Benefits partner Joseph Yaffe, counsel Thomas Asmar (Palo Alto) and associate John Battaglia (New York); Labor and Employment Law partner Karen Corman; Environmental counsel Stacy Kray (Palo Alto); and Litigation partners Lance Etcheverry and Peter Simshauser(Boston).

Involved fees earner: David Eisman – Skadden Arps Slate Meager & Flom; Nicole Howell – Skadden Arps Slate Meager & Flom; Michelle Gasaway – Skadden Arps Slate Meager & Flom; Matthew Hendrickson – Skadden Arps Slate Meager & Flom; Joseph Yaffe – Skadden Arps Slate Meager & Flom; Thomas Asmar – Skadden Arps Slate Meager & Flom; John Battaglia – Skadden Arps Slate Meager & Flom; Karen Corman – Skadden Arps Slate Meager & Flom; Stacy Kray – Skadden Arps Slate Meager & Flom; Lance Etcheverry – Skadden Arps Slate Meager & Flom; Peter Simshauser – Skadden Arps Slate Meager & Flom; David Kitchen – Skadden Arps Slate Meager & Flom;

Law Firms: Skadden Arps Slate Meager & Flom;

Clients: Total Produce Plc;