Exhibit (a)(7)
Lifecore Biomedical, Inc.
3515 Lyman Boulevard
Chaska, Minnesota 55318
3515 Lyman Boulevard
Chaska, Minnesota 55318
February 21, 2008
To our Shareholders:
We are pleased to inform you that Lifecore Biomedical, Inc. (the “Company”) has entered into a merger agreement providing for the acquisition of the Company by affiliates of Warburg Pincus LLC (“Warburg”), a private equity fund. In accordance with the merger agreement, Warburg, through an indirect, wholly owned subsidiary, has today commenced a tender offer to purchase all of the outstanding shares of the Company’s common stock for $17.00 per share in cash.
The tender offer is conditioned upon, among other things, more than 50% of the Company’s outstanding shares, determined on a fully diluted basis, being validly tendered and not withdrawn prior to the expiration of the offer. The tender offer will be followed by a merger in which each share of the Company’s common stock not purchased in the tender offer will be converted into the right to receive $17.00 per share in cash, net to the seller.
Your Board of Directors has unanimously determined that the merger agreement and the transactions contemplated thereby, including the offer and the merger, are fair to and in the best interests of the Company’s shareholders, has unanimously approved the merger agreement and the transactions contemplated thereby, including the offer and the merger, and unanimously recommends that the Company’s shareholders accept the offer and tender their shares in the offer.
In addition to the attachedSchedule 14D-9 relating to the offer, also enclosed are Warburg’s Offer to Purchase, dated February 21, 2008, together with related materials to be used for tendering your shares. These documents set forth the terms and conditions of the offer and provide instructions as to how to tender your shares. We urge you to read these materials carefully.
On behalf of the Board of Directors and management of the Company, we thank you for your support.
Very truly yours,
Dennis J. Allingham
Chief Executive Officer and Chairman of the Board