Refac (AMEX:REF)
Historical Stock Chart
From May 2019 to May 2024
Refac Optical Group (“Refac”
or the “Company”)
(AMEX: REF) today announced that it had received a letter from Palisade
Capital Management, L.L.C. (“Palisade”),
the investment manager for Palisade Concentrated Equity Partnership,
L.P. (“PCEP”),
stating that a group led by Palisade and PCEP intends to take Refac
private. The transaction will be effected via a short form merger of ROG
Acquisition, Inc., a Delaware corporation formed by Palisade (“ROG”),
with and into Refac pursuant to Section 253 of the General Corporation
Law of the State of Delaware (the “DGCL”).
Prior to the merger, the group, which currently owns, in the aggregate,
in excess of 90% of the outstanding shares of common stock of Refac,
will transfer such shares to ROG.
The Company understands that Palisade filed a Schedule 13E-3 Transaction
Statement with the Securities and Exchange Commission today, which sets
forth the reasons for the merger and other information, including the
process by which the merger consideration of $6.00 per share was
determined. Included in the filing is a description of the fairness
opinion obtained by Palisade in connection with the transaction.
Palisade has informed the Company that the Transaction Statement will be
distributed to the Company’s minority
shareholders in accordance with SEC regulations. Palisade expects the
merger to close as soon as practicable after the completion of
applicable regulatory review. After completion of the merger, the
Company will no longer be a public company.
Because the merger is being structured as a short form merger under
Section 253 of the DGCL, no action is required of the Company’s
Board of Directors or stockholders for the merger to become effective.
Refac’s Board of Directors and management had
no role in negotiating the merger consideration offered to the minority
stockholders and have made no determination with respect to the fairness
of the consideration.
Palisade has informed the Company that, within ten days following
consummation of the merger, the Company’s
minority stockholders will receive a Notice of Merger and Appraisal
Rights and a Letter of Transmittal in accordance with Delaware law.
Under Delaware law, minority stockholders who do not wish to accept the
consideration offered in the merger and who follow the procedures set
forth in Delaware law will be entitled to have their shares appraised by
the Delaware Court of Chancery and to receive payment in cash of the “fair
value” of such shares, which may be more or
less than or the same as the consideration offered in the merger.
Palisade and ROG reserve the right to cancel the merger prior to its
completion for any reason.
Further information regarding this matter, including a copy of the
letter received from Palisade, will be included in the Current Report on
Form 8-K being filed by the Company today.
About Refac Optical Group
Refac Optical Group, a leader in the retail optical industry and the
sixth largest retail optical chain in the United States, operates 514
retail locations in 47 states and Canada, consisting of 493 licensed
departments, three freestanding stores, 18 eye health centers and
professional optometric practices, two surgery centers, one of which is
a laser correction center, and two manufacturing laboratories. Of the
493 licensed departments, 349 are located at JCPenney stores, 61 at
Sears, 25 at Macy’s department stores, 28 at
Boscov’s department stores, and 30 at The
Bay. These licensed departments are full-service retail vision care
stores that offer an extensive selection of designer brands and private
label prescription eyewear, contact lenses, sunglasses, ready-made
readers and accessories.