Odwalla to Become a Unit of Minute Maid

HALF MOON BAY, Calif.--Odwalla Inc. (NASDAQ:ODWA), a manufacturer of all-natural beverages and natural food bars under the Odwalla (www.odwalla.com) and Fresh Samantha (www.freshsamantha.com) brands, signed a definitive agreement with the Coca-Cola Co. (NYSE:KO) to become a separate business unit of Coca-Cola's juice division, The Minute Maid Co (www.minutemaid.com). "Odwalla is a key component of Coca-Cola's strategy for building category leaders and profitable growth in new beverage categories," said Don Short, president and chief executive officer (CEO) of Minute Made Co. "The innovation and expertise of the Odwalla team coupled with our innovation and logistics network are key to expanding the brands they have created and nurtured."

Under the terms of the transaction, Coca-Cola has agreed to purchase all outstanding shares of Odwalla common stock for $15.25 per share in cash, or approximately $181 million on a fully diluted basis. The closing offer is conditioned on receiving at least 90 percent of the fully diluted shares of Odwalla's outstanding stock in tender offer. However, Coca-Cola may reduce the number of shares subject to the offer, if more than 50 percent and less than 90 percent of such shares are tendered. The agreement is also subject to the receipt of customary regulatory approvals and the satisfaction or waiver of other customary closing conditions.

Once the transaction is complete, Odwalla will be led by its current management team with Stephen Williamson, CEO of Odwalla, reporting to Don Knauss, president and CEO of Minute Made Americas. "The Coca-Cola Company believes in our vision, our products and our people," Williamson said. "This opportunity is about sharing that vision and our products everywhere as we grow this company together. The entrepreneurial spirit of Odwalla will be nurtured by the opportunity for growth that this new relationship represents."