Paradise to sell its fruit business

The Transaction will close on satisfaction or waiver of closing conditions set forth in the purchase agreement, principally approval by our shareholders

Paradise, Inc. has entered into a definitive agreement to sell (the “Transaction”) to a subsidiary of Seneca Foods Corporation (“Seneca”), substantially all of its assets engaged in the production, manufacture, sale and distribution of glacé fruit product (the “Fruit Business”).  The Transaction was unanimously approved by our board of directors and is part of our plan to eventually sell all of our assets.

The Transaction will close on satisfaction or waiver of closing conditions set forth in the purchase agreement, principally approval by our shareholders.  We will call and hold a shareholders’ meeting seeking to obtain this approval.  Certain of our officers, directors, and major shareholders, who collectively hold approximately 39.7% of the issued and outstanding shares of our common stock, have entered into a voting agreement with Seneca, agreeing to vote their shares for the Transaction.

The Transaction follows an extended process in which our board of directors explored the sale of the Company to a broad range of potential buyers and other strategic alternatives with the advice and assistance of its investment banker, Hyde Park Capital.  

Randy S. Gordon, the Company’s CEO, stated: “After exploration of a range of strategic alternatives, the Board determined that this all-cash transaction and the sale of our other assets offers the best opportunity for return for Paradise, Inc. and its shareholders.”

The purchase agreement contemplates that the Company will enter into a co-pack agreement with Seneca, pursuant to which it will process, manufacture and package the products of the Fruit Business for Seneca for the 2019 season.  Seneca will make weekly payments to us based on an agreed upon budget, with a true-up payment by or to us to be made at the end of the season.

The Company’s board of directors unanimously adopted a Plan of Liquidation and Dissolution (the “Wind-Down Plan”), which contemplates the eventual sale of our remaining assets, including our plastics division and real property located in Plant City, Florida, and a wind down of our business affairs.

 Following closing of the Transaction and payment of outstanding liabilities, along with other actions specified in the Wind-Down Plan, including reserving for contingent liabilities, we intend to distribute net proceeds from the Transaction and Wind-Down Plan to our shareholders in one or more distribution installments. The Wind-Down Plan is subject to completion of the Transaction and shareholder approval.