STAR-BULLETIN / JUNE 2001 Dole Food Co. Chief Executive David Murdock told the board of directors that taking the company private is the best way to boost its share price. Loreto Isnec planted pineapple last year in a Dole field near Wahiawa.

Shareholders
sue Dole

Murdock's $2.5 billion buyout
offer undervalues the produce
company, plaintiffs say

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By Phil Milford
Bloomberg News

WILMINGTON, Del. >> Dole Food Co. and its directors were sued by stockholders who claim a $29.50 per- share, $2.5 billion buyout offer from Chairman David Murdock undervalues the world's largest fruit and vegetable producer.

Murdock said Sunday he'd buy the 76 percent of the company his family doesn't already own at a 20 percent premium over Friday's closing price. A committee of directors is considering the offer.

In one of seven lawsuits filed yesterday in Delaware Chancery Court, Dole shareholder Jeff Feigenbaum contends that Murdock is trying to buy the company at a bargain-basement price. The suit says Murdock and other directors are duty-bound to get the most money for the shares.

"The proposal is an attempt by Murdock to unfairly aggrandize himself and his family at the expense of Dole Food's public stockholders," according to the suit, which asks a judge to prohibit the deal.

Dole Food spokesman C. Michael Carter said the company hasn't seen the suits "so there's nothing we can really say about them."

Shares of Westlake Village, Calif.-based Dole Food, which reported $4.44 billion in fiscal 2001 sales, closed up 41 cents to $29.40 in New York Stock Exchange composite trading. The shares rose to a 52-week high of $33.99 in May.

"The intrinsic value of the stock of Dole Food is materially in excess of $29.50 per share, giving due consideration to the prospects for growth and profitability," Feigenbaum's lawyers say in the suit.

The suit says Murdock interests "dominate and control the other directors" so that no outside bidder "is likely to attempt any competing bid," which the board would have to approve.

As part of the buyout, Murdock would assume about $1.2 billion in company debt. He said Deutsche Bank AG will help with financing.

The company traces its history to 1901 when Harvard College graduate James Dole started the Hawaiian Pineapple Co.

Dole remains one of Hawaii's largest private landowners and continues to grow pineapple, papaya, coffee and diversified agriculture products on about 8,000 acres on Oahu.