The Aristotle (MM) (NASDAQ:ARTLP)
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The Aristotle Corporation (NASDAQ: ARTL; ARTLP)
announced today that it has received a proposal from Geneve
Corporation, the holder of approximately 93% of Aristotle's Common
Stock and 100% of Aristotle's Series J Preferred Stock, to acquire in
a merger transaction (i) the balance of the outstanding shares of
Aristotle's Common Stock for a cash purchase price of $8.06 per share
and (ii) all of the outstanding shares of Aristotle's Series I
Preferred Stock for a cash price of $8.25 per share plus accrued and
unpaid dividends to the closing date. All shares of Common Stock and
Series I Preferred Stock issuable under outstanding employee stock
options would also be acquired on the same basis, less the option
exercise price. Geneve has requested that the Board of Directors of
Aristotle establish a special committee comprised of Aristotle's four
independent directors to consider Geneve's proposal.
Geneve's proposal is subject to certain conditions, including: (i)
execution of a definitive merger agreement, (ii) approval of the
proposed transaction by the special committee, (ii) receipt of
required stockholder approval and (iv) receipt of required regulatory
approvals. Geneve has indicated that its proposal is not subject to a
financing contingency, and that it does not expect to entertain an
offer for its ownership interests in Aristotle.
There are currently outstanding approximately 1,300,000 shares of
Aristotle's Common Stock and 1,100,000 shares of Aristotle's Series I
Preferred Stock, all of which shares are held by stockholders other
than Geneve; the stated value of the Series I Preferred Stock is $6.6
million. Geneve informed the Aristotle Board of Directors that it has
entered into an agreement with John J. Crawford, the former CEO and a
former director of Aristotle, related to its proposal. Pursuant to the
agreement, among other things, Mr. Crawford has agreed to vote in
favor of the Geneve proposal, if the proposal is recommended by a
special committee of Aristotle's Board of Directors. Mr. Crawford
currently holds 102,403 shares of Common Stock and 62,843 shares of
Series I Preferred Stock.
Aristotle stockholders and others considering trading in
Aristotle's securities are advised that (i) Aristotle's Board of
Directors has just received Geneve's proposal, (ii) no decisions have
yet been made in respect of Geneve's proposal, (iii) Aristotle's Board
of Directors will proceed in an orderly and timely manner to consider
Geneve's proposal and (v) there can be no assurance that the proposed
transaction or any other transaction will be approved or completed.
Copies of (a) Geneve's proposal to Aristotle's Board of Directors
and (b) the agreement between Geneve and John J. Crawford are exhibits
to a Schedule 13D amendment to be filed by Geneve with the Securities
and Exchange Commission.
About Aristotle
The Aristotle Corporation, founded in 1986, and headquartered in
Stamford, CT, is a leading manufacturer and global distributor of
educational, health, medical technology and agricultural products. A
selection of over 80,000 items is offered, primarily through more than
45 separate catalogs carrying the brand of Nasco (founded in 1941), as
well as those bearing the brands of Life/Form(R), Whirl-Pak(R),
Simulaids, Triarco, Spectrum Educational Supplies, Hubbard Scientific,
Scott Resources, Haan Crafts, To-Sew, CPR Prompt(R), Ginsberg
Scientific and Summit Learning. Products include educational materials
and supplies for substantially all K-12 curricula, molded plastics,
biological materials, health care products and items for the
agricultural, senior care and food industries. In addition, Aristotle
offers medical simulators and manikins used for training in
cardiopulmonary resuscitation and the fire and emergency rescue and
patient care fields. Aristotle has approximately 850 full-time
employees at its operations in Fort Atkinson, WI, Modesto, CA, Fort
Collins, CO, Plymouth, MN, Saugerties, NY, Chippewa Falls, WI,
Otterbein, IN and Newmarket, Ontario, Canada.
There are approximately 17.2 million shares outstanding of
Aristotle common stock (NASDAQ: ARTL) and approximately 1.1 million
shares outstanding of 11%, cumulative, convertible, voting, Series I
preferred stock (NASDAQ: ARTLP); there are also approximately 11.0
million shares outstanding of 12%, cumulative, non-convertible,
non-voting shares of Series J preferred stock with a stated value of
$65.8 million. Aristotle has about 4,000 stockholders of record.
Further information about Aristotle can be obtained on its
website, at www.aristotlecorp.net.
Safe Harbor under the Private Securities Litigation Reform Act of
1995
The statements in this release regarding Geneve's proposal involve
a number of uncertainties and there can be no assurances that the
proposed transaction or any other transaction will be approved or
completed.