In Re: Dean-Wisconsin Merger Investigation | 12/23/2009 |
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| 1 |
| 2 | IN RE: DEAN ACQUISITION OF
| 3 | FOREMOST FARMS,
| 4 | CONSUMER PRODUCTS DIVISION
| 5 |
| 6 | ORIGINAL
| 7 |
Deposition of DAVE FUHRMANN
| 8 |
Wednesday, December 23rd, 2009
| 9 |
| 10 | 8:12 a.m.
| 11 | at
| 12 | QUARLES & BRADY LLP 33 East Main Street - Suite 900 | 13 | Madison, Wisconsin
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| 15 |
| 16 |
| 17 |
| 18 |
| 19 |
| 20 | Reported by Sarah M. Sondag, RPR, RMR
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Olender Reporting, Inc. Washington, D.C. | (888) 445-3376 Baltimore, MD | WORLDWIDE Florida |
In Re: Dean-Wisconsin Merger Investigation | 12/23/2009 |
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| 1 | | of -- I'm sorry, into Rabobank's valuation of the
| 2 | | Foremost business?
| 3 | A | I don't recall. You would have to look through
| 4 | | their -- I would have to look through this again.
| 5 | Q | Did Foremost discuss the anti-trust risk of the
| 6 | | Dean/Foremost transaction with Dean?
| 7 | A | Yes.
| 8 | Q | Tell me about those discussions.
| 9 | A | Why don't you ask some specific questions.
| 10 | Q | Okay. Did Foremost ask Dean to take the anti-trust
| 11 | | risk?
| 12 | A | Yes.
| 13 | Q | And what did Dean say?
| 14 | A | They had different answers at different times.
| 15 | Q | What was their first answer?
| 16 | A | Initially Deans wanted us to share in that risk.
| 17 | Q | Was this an important part of the negotiations?
| 18 | A | Yes.
| 19 | Q | It was important on the Foremost side?
| 20 | A | Yes.
| 21 | Q | Why did Dean end up taking the anti-trust risk?
| 22 | A | Because we refused to.
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Olender Reporting, Inc. Washington, D.C. | (888) 445-3376 Baltimore, MD | WORLDWIDE Florida |
In Re: Dean-Wisconsin Merger Investigation | 12/23/2009 |
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| 1 | Q | And why did you refuse to?
| 2 | | MR. SCHOTT: I -- I think I better object
| 3 | | here because I think that was probably a subject that
| 4 | | was discussed with counsel.
| 5 | | MR. KANTOR: Understood.
| 6 | Q | Would Foremost have done the deal with Dean if Dean
| 7 | | had not taken the anti-trust risk?
| 8 | A | No.
| 9 | Q | Let's go back to I think it's Exhibit 5. This is the
| 10 | | presentation you made to the Board of Directors.
| 11 | A | Okay.
| 12 | Q | will you turn to the third page, this is the page
| 13 | | ending 1113. Do you see fourth to last bullet point
| 14 | | says, "No HSR risk." What does this mean?
| 15 | A | Hart-Scott-Rodino.
| 16 | Q | And when you say that there is no HSR risk, what does
| 17 | | that mean?
| 18 | A | That means that we're not assuming any risk with the
| 19 | | Hart-Scott-Rodino Act.
| 20 | Q | Does this when you say "no risk," are you
| 21 | | referring to no risk with regard to filing?
| 22 | A | Yes.
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Olender Reporting, Inc. Washington, D.C. | (888) 445-3376 Baltimore, MD | WORLDWIDE Florida |
In Re: Dean-Wisconsin Merger Investigation | 12/23/2009 |
| | 87
| 1 | Q | And from your standpoint this covers any risk arising
| 2 | | out of the filing of the anti-trust or anything
| 3 | | involving the anti-trust investigation?
| 4 | A | Yes.
| 5 | | (Exhibit 7 marked for identification.)
| 6 | | BY MR. KANTOR:
| 7 | Q | I'm handing you what's been marked as Exhibit 7.
| 8 | | That is February 19th, 2009 email from Mike Doyle to
| 9 | | Steve Schultz and it's CCed to you, Dave Fuhrmann,
| 10 | | and Joe Weis. The Bates number is DEAN-FM147282.
| 11 | A | Okay.
| 12 | Q | Do you see towards the bottom of the first page where
| 13 | | it says, "Clarification. We are also proceeding
| 14 | | under the same context as our conference call with
| 15 | | Pete and you on the fact that the HSR issues are not
| 16 | | the issues for FFUSA. Please confirm."
| 17 | A | Yes.
| 18 | Q | Who's Pete?
| 19 | A | I assume that's Pete Schenkel.
| 20 | Q | Do you recall this conference call?
| 21 | A | Not specifically.
| 22 | Q | And when it refers to "HSR issues," what does it
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Olender Reporting, Inc. Washington, D.C. | (888) 445-3376 Baltimore, MD | WORLDWIDE Florida |
In Re: Dean-Wisconsin Merger Investigation | 12/23/2009 |
| | 88
| 1 | | refer to?
| 2 | A | Hart-Scott-Rodino.
| 3 | Q | Anything specific?
| 4 | A | I don't specifically recall the conference call.
| 5 | Q | Okay. Do you recall any -- what resulted out of this
| 6 | | conference call?
| 7 | A | Other than what's written here, no
| 8 | Q | And Dean eventually did confirm that HSR issues are
| 9 | | not an issue for Foremost?
| 10 | A | Yes.
| 11 | Q | And just to be clear, for HSR is this the fact, the
| 12 | | filing or the overall anti-trust risk?
| 13 | A | It's the overall anti-trust risk.
| 14 | Q | And the filing -- the filing or decision not to file
| 15 | | itself?
| 16 | A | Yes.
| 17 | | MR. KANTOR: This is a good place for
| 18 | | another five-minute break.
| 19 | | (A brief recess was taken.)
| 20 | | BY MR. KANTOR:
| 21 | Q | Are you familiar with Plan B?
| 22 | A | Yes.
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Olender Reporting, Inc. Washington, D.C. | (888) 445-3376 Baltimore, MD | WORLDWIDE Florida |
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