Transaction Represents 34.0% Premium to
Aaron's Closing Share Price on June
14 and 35.6% Premium to the 90-Day Volume Weighted Average
Share Price
ATLANTA, June 17,
2024 /PRNewswire/ -- The Aaron's Company, Inc. (NYSE:
AAN) ("The Aaron's Company" or the "Company") today announced that
it has entered into a definitive agreement to be acquired by
IQVentures Holdings, LLC ("IQVentures"), a leading fintech
organization, for $10.10 per
share in cash, or an enterprise value of
approximately $504 million. The price represents a
premium of 34.0% over the Company's closing share price of
$7.54 on June
14, 2024 and a premium of 35.6% over the Company's 90-day
volume-weighted average share price.
"We are pleased to announce this transaction with IQVentures,
which delivers significant and immediate value to our
shareholders," said John W. Robinson
III, Chairman of the Board of The Aaron's Company. "While we
have performed well in a challenging operating environment, our
Board has consistently evaluated the Company's standalone plan
against other strategic opportunities, including recently engaging
with a range of potential partners. With the assistance of our
financial and legal advisors, the Board conducted a thorough review
of our strategic options and ultimately determined that a sale to
IQVentures represented the best way to maximize shareholder
value."
"We believe that IQVentures' resources and financial
services expertise will help the Company achieve its long-term
potential," said Douglas Lindsay,
Chief Executive Officer of The Aaron's Company. "Together with
IQVentures, The Aaron's Company will be better positioned to
accelerate its omni-channel strategy and operational efficiency
initiatives, all while continuing to enhance our customers' lives
by providing easy access to high quality products through
affordable lease and retail purchase options."
IQVentures is a proven fintech leader that provides
intelligent, market-driven solutions built on the latest emerging
technologies and beneficial shared services for the entities it
acquires. IQVentures has a demonstrated track record of value
creation, and expertise in customer management, with a deep
understanding of The Aaron's Company's core customer base.
IQVentures President Cory
Miller stated, "We admire The Aaron's Company's
industry-leading position, and we look forward to applying our
knowledge and resources to better serve its customers. Douglas and
his team have transformed the Company over the past few years, and
we are excited to build on that transformation and work
together to continue evolving and growing the
business."
Transaction Details
The transaction was unanimously approved by the Board of
Directors of The Aaron's Company and is expected to close by the
end of the year, subject to shareholder approval, regulatory
approval and other customary closing conditions. The transaction is
not subject to a financing condition.
Upon completion of the transaction, The Aaron's Company will
become a privately held company, and its common stock will no
longer be traded on NYSE.
Following the closing of the transaction, it is expected that
The Aaron's Company will continue to operate under its existing
brand names and will maintain its headquarters in Atlanta, GA.
For further information regarding the terms and conditions
contained in the definitive transaction agreement, please see The
Aaron's Company's Current Report on Form 8-K, which will be filed
with the U.S. Securities and Exchange Commission in
connection with the announcement of the transaction.
Advisors
J.P. Morgan Securities LLC is serving as exclusive financial
advisor to The Aaron's Company, and Jones
Day is serving as legal counsel. Stephens Inc. is serving as
exclusive financial advisor to IQVentures, and King & Spalding
LLP is serving as legal counsel.
About The Aaron's Company, Inc.
Headquartered in Atlanta, The Aaron's Company, Inc. is a
leading, technology-enabled, omnichannel provider of lease-to-own
and retail purchase solutions of appliances, electronics,
furniture, and other home goods across its brands: Aaron's,
BrandsMart U.S.A, BrandsMart
Leasing, and Woodhaven. Aaron's offers a direct-to-consumer
lease-to-own solution through its approximately 1,220
company-operated and franchised stores in 47 states and
Canada, as well as its e-commerce
platform. BrandsMart U.S.A. is one
of the leading appliance retailers in the country with 11 retail
stores in Florida and Georgia, as well as its e-commerce platform.
BrandsMart Leasing offers lease-to-own solutions to customers of
BrandsMart U.S.A. Woodhaven is the
Company's furniture manufacturing division. For more
information, visit investor.aarons.com, aarons.com,
and brandsmartusa.com.
About IQVentures
Headquartered in the Columbus,
Ohio metropolitan area, IQVentures invests in and builds the
next generation of technology and companies that help shape the
future. IQVentures has substantial experience and expertise in all
aspects of consumer and business financing and leverages
proprietary technology and shared services to help drive value for
the companies it acquires. For more information, please visit
www.iqventures.com.
Forward-Looking Statements
Statements in this news release that are not historical facts
are "forward-looking statements" that involve risks and
uncertainties which could cause actual results to differ materially
from those contained in the forward-looking statements. Such
forward-looking statements generally can be identified by the use
of forward-looking terminology, such as "believe," "expect,"
"expectation," "anticipate," "may," "could," "should," "intend,"
"seek," "estimate," "plan," "target," "project," "likely," "will,"
"forecast," "future," "outlook," or other similar words, phrases,
or expressions. These risks and uncertainties include factors such
as (i) the ability to obtain regulatory approval and meet other
closing conditions to the proposed transaction, including
shareholder approval; (ii) the ability of IQVentures to obtain
financing for the proposed transaction; (iii) potential adverse
reactions or changes to business relationships resulting from the
announcement, pendency or inability to complete the proposed
transaction on the expected timeframe or at all; (iv) litigation
relating to the proposed transaction; (v) the inability to retain
key personnel, or potential diminished productivity due to the
impact of the proposed transaction on the Company's current and
prospective employees, key management, customers, suppliers,
franchisees and business partners; and (vi) the other risks and
uncertainties discussed under "Risk Factors" in the Company's most
recent Annual Report on Form 10-K and in other documents that the
Company files from time to time with the SEC. Statements in this
news release that are "forward-looking" include without limitation
statements about IQVentures' proposed transaction to acquire
the Company (including the anticipated benefits, results, effects
and timing of the proposed transaction). You are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date of this news release. Except as required
by law, the Company undertakes no obligation to update these
forward-looking statements to reflect subsequent events or
circumstances after the date of this news release.
Additional Information and Where To Find It
This communication may be deemed to be solicitation material in
respect of the transaction between the Company and IQVentures. The
Company expects to announce a special meeting of shareholders as
soon as practicable to obtain shareholder approval of the
transaction. In connection with the transaction, the Company
intends to file relevant materials with the SEC, including a proxy
statement in preliminary and definitive form. INVESTORS OF THE
COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER
RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY AND THE TRANSACTION. Investors may obtain a free copy of
these materials (when they are available) and other documents filed
by the Company with the SEC at the SEC's website at
www.sec.gov, at the Company's website at
www.aarons.com or by sending a written request to the Company
in care of the Corporate Secretary, at The Aaron's Company, Inc.,
400 Galleria Parkway, S.E., Suite 300, Atlanta, Georgia 30339.
Participants in the Merger Solicitation
The Company and certain of its directors and executive officers
and other persons may be deemed to be participants in the
solicitation of proxies in respect of the special meeting of
shareholders. Information regarding the Company's directors and
executive officers is available in the Company's proxy statement
filed with the SEC on March 21, 2024
in connection with its 2024 annual meeting of shareholders. Other
information regarding persons who may be deemed participants in the
proxy solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the definitive proxy statement related to the proposed transaction
and other relevant materials to be filed with the SEC when they
become available.
Aaron's Investor Relations
Contact:
InvestorRelations@aarons.com
Phone: 678-402-3590
Aaron's Media Relations
Contact:
MediaRelations@aarons.com
Phone: 678-402-3591
FGS Global
Jim Barron
/ Jamie Baird / Danielle Berg
aarons@fgsglobal.com
IQVentures Media Relations
Contact:
Phone: 888-983-4478
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SOURCE The Aaron's Company, Inc.