Total Produce plc (ISE:T7O) entered into a binding agreement to acquire remaining 55% stake in Dole Food Company, Inc. on February 16, 2021. The completion of the Transaction on the terms set forth in the Transaction Agreement, including the issuance of a total of 68.1 million of ordinary shares to the TP Holders and the C&C Parties. The transaction will simplify the existing structure between the two companies by unifying Dole and Total Produce under common ownership of a newly created, U.S. listed company Dole plc. Under the terms of the agreement, shares in Total Produce will be exchanged for shares in Dole plc through a scheme of arrangement at a fixed exchange ratio, whereby Total Produce shareholders will receive shares in Dole plc for shares held in Total Produce, representing 82.5% of Dole plc shares outstanding on a fully diluted basis immediately prior to the completion of the transaction. Simultaneously, Dole Holdings will combine with a subsidiary of Dole plc, whereby the C&C shareholders will receive shares in Dole plc equivalent to 17.5% of Dole plc shares outstanding on a fully diluted basis immediately prior to the completion of the transaction. Bank of America, Coöperatieve Rabobank U.A. and Goldman Sachs Bank USA provided the committed financing in relation to the transaction. Dole plc, operating under the Dole brand, will be incorporated in Ireland, with its Global Headquarters in Dublin, Ireland. Its headquarters for the Americas will be in Charlotte, North Carolina.
The highly regarded management teams of Total Produce and Dole will continue to operate the combined business. Upon completion of the transaction, Carl McCann, current Chairman of Total Produce, will assume the role of Chairman of Dole plc. Rory Byrne, current Chief Executive of Total Produce, will become Chief Executive of Dole plc. Johan Lindén, current Chief Executive of Dole, will become Chief Operating Officer of Dole plc. Frank Davis, current Finance Director of Total Produce, will become Chief Financial Officer of Dole plc. Johan Malmqvist, current Chief Financial Officer of Dole, will become Executive-Vice President Finance of Dole plc. Jared Gale, current General Counsel of Dole, will become Chief Legal Officer of Dole plc. Jacinta Devine, current Company Secretary of Total Produce, will become Company Secretary of Dole plc. The composition of the Board of Directors of Dole plc, which has yet to be determined, will be in line with SEC rules and corporate governance standards. The Board of Directors of Dole plc will be determined by Total Produce. In connection with the transaction, Dole plc intends to target raising $500 to $700 million in primary equity capital. As on June 14, 2021, Total Produce, completed the syndication of its financing arrangements for the purpose of its combination with Dole Food Company.
The transaction is subject to approval by Total Produce shareholders in a meeting scheduled on June 17, 2021, regulatory approvals, High Court approvals, Ordinary Shares in Dole plc being approved for listing on the New York Stock Exchange, market conditions and customary conditions. The Board unanimously recommends to vote for the transaction. As on May 11, 2021, The European Commission has launched an initial inquiry. As of June 9, 2021, the European Commission has cleared the merger between Total Produce and Dole Foods. Total Produce shareholders will vote on the transaction at an EGM next Thursday. The transaction is expected to close in late 2nd quarter or early third quarter of 2021. As announced on May 19, 2021, the transaction is expected to close in late July, 2021. Dole plc, a newly created company formed for the combination of Total Produce plc and Dole Food Company, Inc., announced today that it has launched the roadshow for its initial public offering. As on July 20, 2021, High Court of Ireland has today sanctioned the scheme of arrangement. Trading in Total Produce Shares on Euronext Growth and AIM will continue to be possible until the share exchange. Subject to the share exchange being implemented, it is expected that Total Produce Shares will be suspended from trading on Euronext Growth and AIM at 5.00 pm (Irish time) on the same day as the share exchange.
Goldman Sachs International, Davy Corporate Finance Limited and Deutsche Bank Securities Inc. acted as financial advisors, Davy Corporate Finance Limited also acted Euronext Growth Adviser and corporate broker, Arthur Cox LLP and David Eisman, Michelle Gasaway, Michael Hong, Kristine Dunn, Leila Sayegh and Nathan Giesselman of Skadden, Arps, Slate, Meagher & Flom LLP and Paul Hastings LLP acted as legal advisors, Computershare Investor Services (Ireland) Limited acted as the registrar to Total Produce.
Total Produce plc (ISE:T7O) completed the acquisition of remaining 55% stake in Dole Food Company, Inc. on July 29, 2021. Dole plc, a newly created company formed for the combination of Total Produce plc and Dole Food Company, Inc. The shares are expected to begin trading on the New York Stock Exchange on July 30, 2021 under the ticker symbol "DOLE".