A.C. Moore/Sbar’s, Inc.
On October 4, 2011, A.C. Moore Arts & Crafts, Inc. (Nasdaq: ACMR) reports it has signed a definitive agreement to be acquired by an affiliate of Sbar’s, Inc., for $1.60 per common share in cash.
Under the terms of the agreement, an affiliate of Sbar’s will commence a cash tender offer for all issued and outstanding shares of A.C. Moore common stock at $1.60 per share, without interest.
The merger agreement requires that the tender offer commence within 10 business days of October 3, 2011. The tender offer is conditioned upon, among other things, satisfaction of the minimum tender condition of approximately 70.7 percent of A.C. Moore’s common stock, the receipt of funding under the financing commitment and customary closing conditions. Following completion of the tender offer, assuming the minimum tender condition is met, a Sbar’s affiliate will acquire the remaining outstanding shares of A.C. Moore common stock for $1.60 per share in cash, without interest, through a second-step merger. If the minimum tender condition is not met, and in certain other circumstances, the parties have agreed to complete the transaction through a one-step merger after receipt of A.C. Moore shareholder approval. The one-step merger is conditioned upon, among other things, receipt of funding under the financing commitment and customary closing conditions. The acquisition is expected to close during Q411.
Janney Montgomery Scott LLC is acting as exclusive financial advisor to A.C. Moore in connection with its review of strategic alternatives and the transaction and has rendered a fairness opinion to A.C. Moore’s Board of Directors in connection with the transaction. Blank Rome LLP is acting as legal advisor to A.C. Moore.
Bryan Cave LLP and Brown & Connery, LLP are acting as legal advisors to Sbar’s in connection with the transaction.
Under the terms of the agreement, an affiliate of Sbar’s will commence a cash tender offer for all issued and outstanding shares of A.C. Moore common stock at $1.60 per share, without interest.
The merger agreement requires that the tender offer commence within 10 business days of October 3, 2011. The tender offer is conditioned upon, among other things, satisfaction of the minimum tender condition of approximately 70.7 percent of A.C. Moore’s common stock, the receipt of funding under the financing commitment and customary closing conditions. Following completion of the tender offer, assuming the minimum tender condition is met, a Sbar’s affiliate will acquire the remaining outstanding shares of A.C. Moore common stock for $1.60 per share in cash, without interest, through a second-step merger. If the minimum tender condition is not met, and in certain other circumstances, the parties have agreed to complete the transaction through a one-step merger after receipt of A.C. Moore shareholder approval. The one-step merger is conditioned upon, among other things, receipt of funding under the financing commitment and customary closing conditions. The acquisition is expected to close during Q411.
Janney Montgomery Scott LLC is acting as exclusive financial advisor to A.C. Moore in connection with its review of strategic alternatives and the transaction and has rendered a fairness opinion to A.C. Moore’s Board of Directors in connection with the transaction. Blank Rome LLP is acting as legal advisor to A.C. Moore.
Bryan Cave LLP and Brown & Connery, LLP are acting as legal advisors to Sbar’s in connection with the transaction.
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Notable Mergers and Acquisitions of the Day 10/04: (ACMR) (LKQX) (RHT) (TCO)
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Morning Movers 10/04: (ACMR) (TSPT) (AMR) Higher; (KOG) (IOC) (GTIV) (AMED) Lower
