Brookstone (NASDAQ:BKST)
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Brookstone Announces Amended Merger Agreement at $20 Purchase
Price Per Share in Cash
MERRIMACK, N.H., July 15 /PRNewswire-FirstCall/ -- Product developer and
specialty retail company Brookstone, Inc. ("Brookstone" or the "Company"), OSIM
International, a Singapore-listed healthy lifestyle products company that
operates over 700 stores in Asia, JW Childs Associates, L.P. ("JW Childs"), a
Boston-based private equity firm, and Temasek Holdings (Private) Limited
("Temasek", and collectively with OSIM and JW Childs, the "Investor Group"), a
Singapore-based investment company, today announced amended terms for the
proposed acquisition of Brookstone, Inc.
Under the new terms of the amended Agreement and Plan of Merger, each
outstanding share of Brookstone's common stock will be converted into the right
to receive $20.00 in cash. In addition, the terms of the financing commitment
obtained by the Investor Group from Goldman, Sachs & Co., Bank of America,
N.A., UBS Loan Finance LLC and UBS Securities LLC for the acquisition have been
modified so that bridge financing will be available if both the ratio of total
adjusted debt to adjusted EBITDAR for the Brookstone business (excluding
Gardeners Eden) is 5.94:1 or less on a latest twelve-months basis measured on
the end of each month through August 31, 2005 and Brookstone has a minimum
adjusted EBITDA equal to or exceeding $45 million on a rolling latest
twelve-months basis measured on the end of each month through August 31, 2005.
Based on current financial projections, Brookstone expects to be able to
satisfy these conditions. In addition, the termination date for the amended
Agreement and Plan of Merger has been moved up to October 5, 2005 from October
31, 2005.
Michael Anthony, Chairman of the Board, President and Chief Executive Officer
of Brookstone said, "This transaction continues to offer great value to our
stockholders. Due to weaker than expected financial performance, certain terms
of the Agreement and Plan of Merger had to be refined in order to obtain the
requisite financing to complete the transaction. The change in financing terms
and in the price per share has permitted the Investor Group to maintain
committed financing with conditions that we believe will be satisfied based
upon our current outlook for the business."
The transaction is subject to approval by Brookstone's shareholders, funding
under the financing commitments, and other customary conditions. CIBC World
Markets is serving as financial advisor to the Special Committee of the Board
of Directors of Brookstone.
For the second quarter ending July 30, 2005, Brookstone is now anticipating a
loss for the quarter of between $0.16 and $0.19 per fully diluted share
including the Gardeners Eden business but exclusive of charges related to the
planned Gardeners Eden divestiture.
Brookstone, Inc. is a product development and specialty retail company that
operates 288 Brookstone Brand stores nationwide and in Puerto Rico as well as
five Gardeners Eden brand stores. Typically located in high-traffic regional
shopping malls, lifestyle centers and airports, the Brookstone stores feature
unique and innovative consumer products. The Company also operates a
Direct-Marketing business that consists of three catalog titles -- Brookstone,
Hard-to-Find Tools and Gardeners Eden -- as well as e-commerce web sites at
http://www.brookstone.com/ and http://www.gardenerseden.com/. On June 29,
2005, Brookstone announced a plan to divest the Gardeners Eden business.
OSIM is a global leader in healthy lifestyle products and is listed on the main
board of the Singapore Exchange. It is the leading Asian brand for healthy
lifestyle products. Established in 1980, OSIM is a brand management and niche
marketing company with a focus on the consumer. OSIM uses innovative selling
approaches and constantly enhances its innovation capabilities to produce
successful products with superior designs, features and quality. Today, OSIM
operates a wide point-of-sales network of over 700 outlets in Asia, Australia,
Africa, the Middle East, United Kingdom and North America.
JW Childs is a leading private equity firm based in Boston, Massachusetts
specializing in leveraged buyouts and recapitalizations of middle-market growth
companies. Since 1995, JWC has invested in 34 companies with a total
transaction value of $7.8 billion. JWC currently invests through J.W. Childs
Equity Partners III, L.P., an investment fund with total committed capital from
leading financial institutions, pension funds, insurance companies and
university endowments of $1.75 billion.
Temasek Holdings is an Asia investment company headquartered in Singapore.
Established in 1974, it manages a diversified global portfolio of S$90 billion,
spanning Singapore, Asia and the OECD economies. Its investments are in a range
of industries: telecommunications and media, financial services, property,
transportation and logistics, energy and resources, infrastructure, engineering
and technology, as well as pharmaceuticals and biosciences.
Statements in this release which are not historical facts, including statements
about the Company's confidence or expectations, earnings, anticipated
operations of its e-commerce sites and those of third-party service providers,
and other statements about the Company's operational outlook, are
forward-looking statements subject to risks and uncertainties that could cause
actual results to differ materially from those set forth in such
forward-looking statements. Such risks and uncertainties include, without
limitation, risks of changing market conditions in the overall economy and the
retail industry, consumer demand, the effectiveness of e-commerce technology
and marketing efforts, availability of products, availability of adequate
transportation of such products, and other factors detailed from time to time
in the Company's annual and other reports filed with the Securities and
Exchange Commission. Words such as "estimate", "project", "plan", "believe",
"feel", "anticipate", "assume", "may", "will", "should" and similar words and
phrases may identify forward-looking statements. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as
of the date thereof. The Company undertakes no obligations to publicly release
any revisions to these forward-looking statements or reflect events or
circumstances after the date hereof.
Statements about the expected timing, completion and effects of the proposed
merger or the possibility of satisfying the conditions of the debt financing
for the merger, and all other statements in this release other than historical
facts, constitute forward-looking statements within the meaning of the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Readers are cautioned not to place undue reliance on these forward- looking
statements and any such forward-looking statements are qualified in their
entirety by reference to the following cautionary statements. All forward-
looking statements speak only as of the date hereof and are based on current
expectations and involve a number of assumptions, risks and uncertainties that
could cause the actual results to differ materially from such forward-looking
statements. Brookstone may not be able to complete the proposed merger on the
terms described in the amended merger agreement or other acceptable terms or at
all because of a number of factors, including the failure to obtain shareholder
approval, the failure of financing or the failure to satisfy the other closing
conditions. These factors, and other factors that may affect the business or
financial results of Brookstone are described in Brookstone's filings with the
SEC.
FOR: BROOKSTONE, INC.
CONTACT: Philip Roizin
EVP of Finance and
Administration
(603) 880-9500
Robert Fusco
Investor Relations
(603) 880-9500
DATASOURCE: Brookstone, Inc.
CONTACT: Philip Roizin, EVP of Finance and Administration, 603-880-9500,
or Robert Fusco, Investor Relations, 603-880-9500, both for Brookstone, Inc.
Web site: http://www.brookstone.com/