Ben & Jerry's agrees to takeover by Unilever

Sources say Britons will pay $256 million


Less than two weeks after saying that it was considering a plan to be taken private, Ben & Jerry's Homemade Inc. has reached an agreement to be sold to Unilever PLC.

The agreement, which was described by people close to the takeover talks, was apparently reached late yesterday during a lengthy meeting of the Ben & Jerry's board in New York.

An assistant to Ben & Jerry's chief financial officer, Frances Rathke, would not comment last night. Unilever's spokesman and the company's investment banker did not return telephone calls.

Unilever has agreed to pay about $42 a share for Ben & Jerry's, making the deal worth about $256 million, the sources said. It is a significant premium on Ben & Jerry's share price, which despite rising to a 52-week high of $35.625 in yesterday's trading, closed at $34.9375, up $1.1875.

It is also about $4 more a share than the leveraged buyout plan that Ben & Jerry's said it was considering March 29. That plan would have divided the company between one of its founders, Ben Cohen; a venture capital firm, Meadowbrook Lane Capital, that describes itself as socially responsible; and Unilever. Unilever would have controlled about 28 percent of the company under that plan, while Cohen and Meadowbrook Lane Capital would have held 36 percent apiece.

As in the earlier plan, Jerry Greenfield, the other founder and namesake of Ben & Jerry's, would relinquish his role in the company. It was not clear yesterday what led to the revised offer, nor what Cohen's role would be once Unilever took control. Cohen and Greenfield issued a statement last month saying they remained close friends.

"Dreyer's made an offer of $31 a share in February, according to a copy of documents submitted with the offer. Two days later, Meadowbrook Lane Capital offered $32 a share. Both were lower than the $40 a share that Unilever bid around the same time, according to a person familiar with the negotiations.

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