Fanatics to Acquire Dreams for $3.45 per Share
April 16 2012 - 8:00AM
Business Wire
Dreams, Inc. (NYSE Amex: DRJ), a technology-driven,
multi-channel retailer focused on the licensed sports products
industry, has signed a definitive merger agreement with Fanatics,
Inc., a leading online seller of licensed sports products.
The agreement calls for Fanatics to acquire all the outstanding
shares of the company for $3.45 per share in cash for an aggregate
transaction value of approximately $183 million, taking into
account $25 million of outstanding debt. The offer represents a
premium of 32.0% over Dreams’ closing share price of $2.61 on April
13, 2012, the last trading day prior to this announcement.
The Board of Directors of Dreams has unanimously approved the
transaction, which is subject to customary closing conditions,
including the approval of Dreams’ shareholders and regulatory
approvals. The transaction is expected to close in the third
quarter of 2012.
Dreams President and CEO Ross Tannenbaum, Chairman Sam
Battistone and other shareholders who collectively own
approximately 35% of the outstanding shares of Dreams have each
entered into voting and support agreements by which they have
committed to vote in favor of the proposed merger transaction.
“Fanatics shares our focus on the customer, innovation, and
growth,” said Ross Tannenbaum. “This combination will enhance
Dreams’ ability to achieve its goals, while realizing a significant
and immediate all-cash premium for our shareholders. I am confident
this merger is the right decision for Dreams and our
shareholders.”
Dr. Phillip Frost, Dreams’ third largest shareholder, Chairman
of Teva Pharmaceuticals (NYSE:TEVA) and Chairman and CEO of Opko
(NYSE:OPKO), commented: “Ross and his executive team have built a
terrific company and ultimately were able to deliver meaningful
value to all of its shareholders.”
“Today is an exciting day for all sports fans,” said Fanatics’
CEO Alan Trager. “We are bringing together two of the most
passionate management teams in licensed sports products. The
addition of Dreams will enable Fanatics to accelerate our
investments in product assortment, mobile and e-commerce
technology, and a regional fulfillment infrastructure to better
serve our customers and our partners. Together, we will be much
better positioned to deliver a superior customer experience.”
In conjunction with the acquisition, Fanatics entered into
definitive equity financing with Insight Venture Partners.
Jefferies & Company, Inc. acted as the exclusive financial
advisor and Roetzel & Andress, LPA served as legal advisor to
Dreams. Morgan, Lewis & Bockius LLP served as legal adviser to
Fanatics, Inc.
About Fanatics, Inc.
Fanatics provides e-commerce, merchandising, marketing and
fulfillment services for professional sports leagues
and teams, collegiate athletic programs and conferences,
and other major sports properties. Offering broad
assortments online consisting of hundreds of thousands of
officially licensed items, Fanatics leverages both its large
network of partners and its own collection of proprietary brands to
distribute goods to consumers all over the world. www.fanatics.com.
About Dreams, Inc.
Dreams, Inc. (NYSE Amex: DRJ) is a technology driven,
multi-channel retailer focused on the sports licensed products
industry. For more information, please visit www.Dreamscorp.com.
Forward Looking Statements:
This release contains forward-looking statements, including
those regarding the proposed transaction. These statements are
subject to known and unknown risks and uncertainties that could
cause actual results to differ materially from those expressed or
implied by such statements, including but not limited to: the
ability of the parties to consummate the proposed transaction in a
timely manner or at all; the satisfaction of conditions precedent
to consummation of the Transaction, including the ability to secure
regulatory approvals and approval by Dreams shareholders; the
possibility of litigation (including litigation related to the
transaction itself); and other risks described in Dreams, Inc.’s
filings with the Securities and Exchange Commission (the “SEC”),
including its most recent Form 10-K. All forward-looking statements
are based on management’s estimates, projections and assumptions as
of the date hereof, and Dreams does not undertake any obligation to
update any forward-looking statements.
Additional Information and Where to Find It:
In connection with the proposed transaction and required
stockholder approval, the Company will file a proxy statement with
the SEC. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE
PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
DREAMS AND THE TRANSACTION. Investors and Security holders may
obtain free copies of these documents (when they are available) and
other documents filed with the SEC at the SEC’s web site at
www.sec.gov. In addition, the
documents filed by Dreams with the SEC may be obtained free of
charge by contacting Dreams, Inc. by mail at Dreams, Inc., 2 South
University Drive, Plantation, Florida 33324, Attn: Corporate
Secretary. The Company’s filings with the SEC are also available on
Dreams’ website at: www.Dreamscorp.com.
Participants in the Solicitation
Dreams and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from Dreams’
shareholders in connection with the proposed transaction.
Information about Dreams’ directors and executive officers is set
forth in Dreams, Inc.’s Proxy Statement for its 2011 Annual Meeting
of Stockholders, which was filed with the SEC on November 2, 2011
and its Annual Report on Form 10-K for the year ended December 31,
2011, which was filed with the SEC on March 29, 2012. These
documents are available free of charge at the SEC’s website at
www.sec.gov, and from Dreams, Inc. by
contacting Dreams by mail at 2 South University Drive, Plantation,
Florida 33324, Attn: Corporate Secretary. Additional information
regarding the interests of participants in the solicitation of
proxies in connection with the transaction will be included in the
proxy statement that Dreams intends to file with the SEC.
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