Odwalla to Become a Unit of Minute Maid 33542

Odwalla to Become a Unit of Minute Maid

HALF MOON BAY, Calif.--Odwalla Inc. (NASDAQ:ODWA), amanufacturer 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 becomea separate business unit of Coca-Colas juice division, The Minute Maid Co (www.minutemaid.com).Odwalla is a key component of Coca-Colas strategy for building categoryleaders and profitable growth in new beverage categories, said Don Short,president and chief executive officer (CEO) of Minute Made Co. The innovationand expertise of the Odwalla team coupled with our innovation and logisticsnetwork are key to expanding the brands they have created and nurtured.

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

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