Barbeques Galore (NASDAQ:BBQZ)
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From Jun 2019 to Jun 2024
Barbeques Galore Limited (NASDAQ:BBQZ) today announced
it has signed an agreement for a proposed transaction with Ironbridge
Capital, a leading Australian private equity firm, to acquire all the
outstanding shares and options in the company in a cash transaction
valued at approximately US$45 million.
The agreement provides that the shareholders of Barbeques Galore
will be offered $13.00 per share cash in Australian dollars, equal to
$9.91 per share in U.S. dollars, based on present currency exchange
rates, and representing a 92% premium over the August 9, 2005 closing
stock price of US$5.15 per share. The option holders will receive an
equivalent amount less their option exercise price. Barbeques Galore
has 4,246,091 shares and 494,290 options outstanding. The proposed
transaction has the unanimous support of the Barbeques Galore Limited
Board of Directors in the absence of an offer on more favorable terms,
and subject to independent experts finding that the transaction is in
the best interests of shareholders
The proposed transaction is subject to the consent of a simple
majority in the number of shareholders voting in person or by proxy
representing 75% in value of the shares voted. It is also subject to
the approval of the Federal Court of Australia, customary regulatory
approvals in the United States and Australia and the fulfillment of
certain financial and other conditions. Barbeques Galore confirmed
that it has appointed independent experts in both Australia and the
United States who will provide fairness opinions.
In support of the proposed transaction, three of the executive
directors, Sam Linz, Robert Gavshon and Sydney Selati, have, out of
their own shareholdings, granted Ironbridge an option at A$13 per
share to acquire 19.99% of the shares in the company. Barbeques Galore
has also signed a break-fee arrangement with Ironbridge Capital as
part of the agreement.
The company said it anticipates mailing details of the
transaction, including reports from the independent experts and a
proxy statement to shareholders in early September, and the company
expects to hold a special shareholders' meeting approximately four
weeks later, with completion planned for mid-October. Upon completion
of the proposed transaction, Barbeques Galore will seek to delist
itself from NASDAQ.
The current Executive Chairman Sam Linz, Executive Deputy Chairman
Robert Gavshon and Sydney Selati, Chairman, Barbeques Galore U.S.A.,
will cease employment but make themselves available to the company if
required .
"The Board believes this transaction provides a good return to our
shareholders and also benefits the company and its employees," Linz
said. "Barbeques Galore has become a household name in Australia and
has significant expansion potential in the United States."
Ironbridge Capital is based in Sydney, Australia and is a leading
independent Australian private equity manager with approximately A$450
million currently under management. The firm typically invests A$25 to
A$75 million in each transaction, focusing on businesses with
market-leading positions and strong growth potential.
Barbeques Galore is the leading chain of specialty retail stores
devoted to sales of barbecues, backyard accents, fireside products and
related accessories. The company now owns and operates 68 stores in
the U.S. and 44 stores in Australia. In addition, it has seven
franchised stores in the U.S. and 48 licensed stores in Australia.
Through its U.S. e-commerce Web site, www.bbqgalore.com, the company
sells an extensive line of barbecue and fireside products and related
accessories.
This press release contains forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Specifically, without limitation, forward looking statements include
completion of the proposed transaction under which Barbeques Galore
will be acquired, the timing of such transaction, and the proposed
transaction price. Forward looking statements are based on
management's current expectations and beliefs, and are subject to
risks and uncertainties. Accordingly, actual results may differ
materially from the forward-looking statements contained herein. Risks
that relate to these forward looking statements include the risk that
the transaction will not receive the required shareholder approval and
the risk that the transaction will otherwise not be completed. Further
detailed information about risk factors that may impact our business
is set forth in our periodic filings with the U.S. Securities and
Exchange Commission. Barbeques Galore expressly disclaims any
obligation to update or alter its forward-looking statements, whether
as a result of new information, future events or otherwise.