KI NutriCare, a wholly owned subsidiary of soy sauce brewer Kikkoman, and Allergy Research Group have entered into a definitive agreement pursuant to which Allergy Research will be acquired for approximately $19.5 million through an all-cash tender offer of $1.33 per share by Longhorn Acquisition, a wholly owned subsidiary of KI NutriCare formed to effect the transaction.
Upon completion of the acquisition, Allergy Research Group will become a wholly owned subsidiary of KI NutriCare and will continue operations in Alameda, California.
Under the terms of the agreement, Longhorn Acquisition will commence a cash tender offer to acquire all of the outstanding shares of Allergy Research Group common stock for $1.33 per share in cash, to be followed by a cash merger in which each remaining share of Allergy Research Group would be converted into the same $1.33 cash per share paid in the tender offer, except for shares held by stockholders who exercise appraisal rights.
Stephen Levine, founder of Allergy Research Group, will continue to provide services to the combined entity as a consultant. Manfred Salomon, the current president of Allergy Research Group, will also continue to serve the combined entity as its COO.
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