Net is....these execs are staying!!! It's that simple folks. This isn't an offer. It's something that has already been agreed to and the 8K is the formalization of the agreement.
Like I previously said important words to key in on in the retention agreement are..."following a change of control of Diamond."
Sounds to me like they want to make sure key executives stay on board through this for an orderly transition.
Under normal conditions what company would think to draft a retention plan that includes an statement specifically includes a clause addressing a "change of control of Diamond".
I think I smell a deal in the works
On February 18, 2012, Diamond Foods, Inc. ("Diamond") established a Key Executive Retention Plan ("Plan"), under which participating executives are eligible to receive a benefit equal to a percentage of their annual base salary as determined by Diamond's Board of Directors or its Compensation Committee, one-half of which will be payable in cash and one-half of which will be paid in the form of restricted stock. Forty percent of the retention benefit will be payable six months from the adoption of the Plan if the participant remains employed by the Company as of that date and the remainder of the retention benefit will be payable on the one year anniversary of the adoption of the Plan if the participant remains employed by the Company as of that date. Subject to the conditions set forth in the Plan, the retention benefit may be accelerated if Diamond terminates the participant's employment without cause, the participant terminates his or her employment for good reason, or the participant is terminated without cause or terminates his or her employment for good reason within twelve months following a change of control of Diamond.
Looks pretty international already.
Diamond Foods, Inc. engages in processing, marketing, and distributing snack products. It provides snack products, including roasted, glazed and flavored nuts, trail mixes, dried fruit, seeds, microwave popcorn products, and potato and tortilla chips under the Emerald, Pop Secret, and Kettle brands. The company also offers culinary, in-shell, and ingredient nuts under the Diamond of California brand name. It markets its culinary nuts to individuals who prepare meals or baked goods at home; and ingredient nuts to food processors, restaurants, bakeries, and food service companies and their suppliers. The company sells its products directly to national grocery, mass merchandiser, clubs, convenience stores, and drug store chains in the United States, the United Kingdom, Germany, the Netherlands, Spain, Canada, South Korea, Turkey, China, and Japan. Diamond Foods, Inc. was founded in 1912 and is based in San Francisco, California
Mild restaement and Diamond recoups at least $10 bucks and climbs steady from there. It's all about who wants to be the Snack Giant from that point on and I expect immediate offers will arrive on Wolfords desk as he has publicly stated in this last PR..."We are for sale"!!!
Why would you even mention Enron.
They made no products and only traded pieces of paper all within their own entities.
Dmnd has products bin supermarkets and they are real n can e touched.
Kettle is huge in England and has a strong Euo foot print, theyare gaining shelve space in th US.
Dmnd offering stock bonse or top executives, guess they believe dmbd is not going bk and the sum of their parts are worth 40 on sale even with the debt.
"Under normal conditions what company would think to draft a retention plan that includes an statement specifically includes a clause addressing a "change of control of Diamond".
Boiler plate in almost every 10K.
The change of control issue is always a possibility and must be addressed,if just in passing, to ward off future suits.
If a CEO retires or is dumped by the BOD that is change of control.
If a BOD member resigns in protest or if the entire BOD is ousted by shareholders that is change of control.
If a raider acquires a blocking position that is change of control.
There may or may not be a "deal in the works".
OTOH if more management left at this time it would be viewed in a negative light.Keeping current management on board is a smart play by Wolford.
Consider this: If there was more cess in this pool would those who still remain unbesmirched risk their livelihood and/or reputations by staying for any amount of money?
You are saying that Diamond's snacks are worth more if they had international channels. True. K and PEP has this.
Unless the financial are comprehensively cooked ala Enron, this stock will rise to the value of its brands. I can't believe that D&T are that bad that they would allow an Enron situation sneak past their audits.
It's really the best possible senerio for everyone. The biggest concern I have is every possible suitor knows Diamond now has the smell of desperation written on them.
Could this be a major bargining chip for anyone knocking on the door, or is Wilford smart enough to get a bidding war going. The restatement is crucial in the outcome as it will show all the damage done by former execs. Depending on what's left will play an important part on the decision the board will have to excecute an orderly sale!