Celebrate Express, Inc. Announces Date of Shareholder Meeting for Merger Vote
August 07 2008 - 2:00PM
PR Newswire (US)
KIRKLAND, Wash., Aug. 7 /PRNewswire-FirstCall/ -- Celebrate
Express, Inc. (NASDAQ:BDAY) today announced that a special meeting
of its shareholders to consider a proposal to adopt the merger
agreement (originally announced on June 26, 2008) between it and
Liberty Media Corporation has been scheduled for Thursday, August
28, 2008, at 11:00 am, Pacific Time. Celebrate Express shareholders
of record as of the close of business on July 9, 2008 will be
entitled to vote at the special meeting. Shareholder approval would
satisfy a necessary condition toward the acquisition of Celebrate
Express by Liberty Media Corporation and the payment of $3.90 per
share in cash without interest and less any withholding taxes for
each outstanding share of Celebrate Express common stock, which
represents a premium of 70% over the closing price of Celebrate
Express common stock on June 26, 2008, the last full trading day
before the merger was announced. The Celebrate Express board of
directors unanimously recommends that shareholders vote "FOR" the
proposal to approve the merger and the merger agreement and "FOR"
the proposal to adjourn the meeting to a later date to allow time
to solicit additional proxies in favor of the adoption of the
merger agreement in the event that there are not sufficient votes
represented at the special meeting to adopt the merger agreement.
Shareholders are encouraged to read the company's definitive proxy
materials in their entirety as they provide, among other things, a
detailed discussion of the process that led to the proposed merger
and the reasons behind the board of directors' recommendation that
shareholders vote "FOR" the adoption of the merger agreement.
Owners of approximately 40% of the outstanding common stock,
affiliated with three members of the company's board of directors,
have entered into a voting agreement with Liberty Media
Corporation, pursuant to which these shareholders have agreed to
vote "FOR" the merger. The vote of Celebrate Express shareholders
is very important regardless of the number of shares of common
stock they own. Whether or not shareholders are able to attend the
special meeting in person, they should complete, sign and date the
proxy card and return it in the pre-paid, addressed envelope
promptly. Voting by proxy now will not affect a shareholder's right
to vote their shares in person if they choose to attend the special
meeting. Forward-looking Statements This press release contains
forward-looking statements, including, without limitation, all
statements related to plans, future events and financial
performance. Forward-looking statements are identifiable by words
such as "believe," "anticipate," "expect," "intend," "plan,"
"will," "may," "suggest," and other similar expressions. In
addition, any statements that refer to expectations, projections or
other characterizations of future events or circumstances are
forward-looking statements. Forward-looking statements involve
risks and uncertainties, which could cause actual results to vary
materially from those expressed in or indicated by the
forward-looking statements. Our actual results and timing of events
could differ materially, including demand for our products, our
ability to manage our costs, our ability to manage our distribution
and fulfillment operations, competition from other retailers, the
strength of our brands, our ability to recruit and maintain senior
management and other key personnel, and other risks detailed in our
filings with the Securities and Exchange Commission, including our
most recent Quarterly Report filed on Form 10-Q and our Annual
Report on Form 10-K. You are cautioned not to place undue reliance
on these forward-looking statements, which reflect only an analysis
and speak only as of the date of this press release. Celebrate
Express undertakes no obligation to revise or update any
forward-looking statements to reflect events or circumstances after
the date hereof. Additional Information In connection with the
proposed acquisition of Celebrate Express by Liberty Media
Corporation and the special meeting of shareholders, Celebrate
Express filed a definitive proxy statement with the SEC on August
7, 2008. Prior to the special meeting, Celebrate Express will
furnish the definitive proxy statement to its shareholders,
together with a proxy card. Celebrate Express shareholders are
strongly advised to carefully read Celebrate Express's definitive
proxy statement. Shareholders will be able to obtain the definitive
proxy statement on file with the SEC and any other documents filed
by Celebrate Express with the SEC for free at the internet website
maintained by the SEC at http://www.sec.gov/. Shareholders will be
able to obtain free copies of the definitive proxy statement and
any amendments and supplements to the definitive proxy statement at
Celebrate Express's website at http://www.celebrateexpress.com/ or
by writing to Celebrate Express, Inc., 11232 120th Ave NE, Suite
204, Kirkland WA 98033, Attention: Corporate Secretary. Celebrate
Express and its directors, officers and employees may be deemed to
be participants in the solicitation of proxies in respect of the
proposed transaction. Additional information regarding the
solicitation of proxies is available in the definitive proxy
statement filed with the SEC on August 7, 2008. About Celebrate
Express, Inc. Celebrate Express is a leading online and catalog
retailer of celebration products serving families with young
children. The company currently has two primary brands: Birthday
Express markets children's party products, and Costume Express
markets costumes and accessories. The company utilizes its branded
website http://celebrateexpress.com/, complemented by its branded
catalogs, to offer products as complete coordinated solutions. The
company's goal is to help families celebrate the special moments in
their lives. For more information, please visit
http://www.celebrateexpress.com/. CONTACT: Celebrate Express, Inc.
425-636-1960 DATASOURCE: Celebrate Express, Inc. CONTACT: Celebrate
Express, Inc., +1-425-636-1960, Web site:
http://www.celebrateexpress.com/
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