CLEVELAND, Aug. 7, 2013 /CNW/
- American Greetings Corporation (NYSE: AM) (the "Company")
announced that at a special meeting of shareholders held today,
shareholders adopted the previously announced merger agreement
under which the Weiss Family will acquire the Company for
$19.00
per share in cash.
The merger agreement was adopted by shareholders representing
approximately 81% of the aggregate voting power of the Company's
outstanding stock. In addition, the merger agreement was adopted by
shareholders holding approximately 67% of the shares of the
Company's outstanding stock not owned by the Weiss Family and its
affiliated entities or the Company's directors and officers, thus
satisfying the "majority of the minority" shareholder approval
condition in the merger agreement.
Subject to satisfaction of the remaining conditions in the
merger agreement, the transaction is expected to close on or about
August 9,
2013.
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. 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 satisfy
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, 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.
SOURCE American Greetings Corporation