CLEVELAND, July 3, 2013 /PRNewswire-FirstCall/ -- American
Greetings Corporation (NYSE: AM) announced today that the
merger agreement under which the Weiss Family will acquire the
Company has been amended to increase the purchase price per share
from $18.20 to $19.00 in cash.
The $19.00 per share price
represents a premium of 32.5% over the trading price for Class A
shares on September 25th, the date on
which the Weiss Family initially proposed to acquire the Company,
and a premium of 4.4% to the $18.20
per share price.
Completion of the transaction is subject to certain closing
conditions, including a condition that the holders of a majority of
all outstanding shares not held by the Weiss Family or by any
director or executive officer of the Company or any of its
subsidiaries approve the merger.
The Weiss Family includes the Company's Chairman, Morry Weiss, Director and Chief Executive
Officer, Zev Weiss, and Director,
President and Chief Operating Officer, Jeffrey Weiss, and related persons and
entities.
Chief Executive Officer Zev Weiss
said, "Our family remains committed to the transaction and to our
belief that American Greetings will be able to best navigate the
coming period of reinvestment and transformation as a privately
held company."
Further information regarding the amendment to the definitive
merger agreement will be contained in a Current Report on Form 8-K
which will be filed promptly with the SEC.
Peter J. Solomon & Company is
acting as financial advisor, and Sullivan & Cromwell LLP is
acting as legal advisor to the Special Committee of American
Greetings' Board of Directors. Baker & Hostetler LLP is
acting as legal advisor to American Greetings. KeyBanc
Capital Markets and MacQuarie Capital are acting as financial
advisors to the Weiss Family, and Jones
Day is acting as legal advisor to the Weiss Family.
About American Greetings Corporation
For more than 100 years, American Greetings Corporation (NYSE:
AM) has been a creator and manufacturer of innovative social
expression products that assist consumers in enhancing their
relationships to create happiness, laughter and love. The
Company's major greeting card lines are American Greetings, Carlton
Cards, Gibson, Recycled Paper Greetings and Papyrus, and other
paper product offerings include DesignWare party goods and American
Greetings and Plus Mark gift-packaging and boxed cards.
American Greetings also has one of the largest collections of
greetings on the Web, including greeting cards available at
Cardstore.com and electronic greeting cards available at
AmericanGreetings.com. In addition to its product lines,
American Greetings creates and licenses popular character brands
through the American Greetings Properties group.
Headquartered in Cleveland, Ohio,
American Greetings generates annual revenue of approximately
$1.9 billion, and its products can be
found in retail outlets worldwide. For more information on
the Company, visit http://corporate.americangreetings.com.
Forward Looking Statement Disclosure
Statements about the expected timing, completion and effects of
the proposed transaction and all other statements in this release,
other than historical facts, constitute forward-looking statements
within the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Readers are cautioned not
to place undue reliance on these forward-looking statements and any
such forward-looking statements are qualified in their entirety by
reference to the following cautionary statements. All
forward-looking statements speak only as of the date hereof and are
based on current expectations and involve a number of assumptions,
risks and uncertainties that could cause the actual results to
differ materially from such forward-looking statements. The Company
may not be able to complete the proposed transaction on the terms
described above or other acceptable terms or at all because of a
number of factors, including the failure to obtain shareholder
approval or the failure to satisfy other closing conditions.
Factors that may affect the business or financial results of the
Company are described in the risk factors included in the Company's
filings with the Securities and Exchange Commission (the "SEC"),
including the Company's 2013 Annual Report on Form 10-K. The
Company expressly disclaims a duty to provide updates to
forward-looking statements, whether as a result of new information,
future events or other occurrences.
Additional Information and Where to Find It
In connection with the proposed merger transaction, the Company
has filed with the SEC a preliminary proxy statement and other
relevant documents, and will furnish a definitive version of the
proxy statement and other relevant documents to the Company's
shareholders. This press release does not constitute a solicitation
of any vote or approval. Shareholders are urged to read the
definitive proxy statement when they receive it and any other
documents filed with the SEC in connection with the proposed merger
or incorporated by reference in the definitive proxy statement,
because they will contain important information about the proposed
merger.
Investors will be able to obtain a free copy of documents filed
with the SEC at the SEC's website at http://www.sec.gov. In
addition, investors may obtain a free copy of the Company's filings
with the SEC from the Company's website investors section at
http://investors.americangreetings.com or by directing a request to
the Company's Corporate Secretary at our World Headquarters address
at One American Road, Cleveland,
Ohio 44144-2398, or via email to
investor.relations@amgreetings.com
Participants in the Solicitation
The Company and its directors, executive officers and certain
other members of management and employees of the Company may be
deemed "participants" in the solicitation of proxies from
shareholders of the Company in favor of the proposed merger.
Information regarding the persons who may, under the rules of the
SEC, be considered participants in the solicitation of the
shareholders of the Company in connection with the proposed merger
will be set forth in the definitive proxy statement and the other
relevant documents filed with the SEC. You can find information
about the Company's executive officers and directors in its Annual
Report on Form 10-K for the fiscal year ended February 28,
2013.
SOURCE American Greetings Corporation