Brookstone (NASDAQ:BKST)
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Brookstone, Inc. Announces Agreement to be Acquired by OSIM
International, JW Childs and Temasek for $20.50 Per Share
MERRIMACK, N.H., April 15 /PRNewswire-FirstCall/ -- Product developer and
specialty retail company Brookstone, Inc. (NASDAQ:BKST) today announced that it
has signed a definitive merger agreement to be acquired by a consortium led by
OSIM International, a Singapore-listed healthy lifestyle products company that
operates over 700 stores, JW Childs Associates, L.P. ("JW Childs"), a
Boston-based private equity firm, and Temasek Holdings (Private) Limited
("Temasek"), a Singapore-based investment company. Under the terms of the
merger agreement, each outstanding share of Brookstone's common stock will be
converted into the right to receive $20.50 in cash.
Michael Anthony, Chairman of the Board, President and Chief Executive Officer
of Brookstone said, "This transaction offers great value to our stockholders
and tremendous opportunity for our Company going forward. OSIM will be a
strategic partner with product development capabilities extremely complementary
to those of Brookstone's, in addition to an international store infrastructure,
primarily in Asia, that will help expand the Brookstone brand globally. JW
Childs and Temasek are leading investment firms that have a long-term view
towards growing the businesses in which they invest and have an excellent track
record of working in partnership with management to build great companies."
Mr. Anthony continued, "This transaction would not have been possible without
the skill and dedication of our Associates. They should be assured that the
success of the transaction will depend on growing the business, not eliminating
jobs or reducing service levels. Upon completion of the transaction, our
current senior management team will continue to lead the Company, with
corporate headquarters remaining in Merrimack, NH."
Current members of the Board of Directors will stay on the Board while the
transaction is pending. Members of Brookstone's senior management team are
expected to remain in place and invest in the company. Michael Anthony,
current CEO and Chairman of the Board, will be on the Board of the new Company.
Brookstone's Board of Directors approved the transaction based upon the
unanimous recommendation of a Special Committee of disinterested and
independent directors. CIBC World Markets Corp. served as financial advisor to
the Special Committee. Ropes & Gray LLP acted as legal advisor to the Special
Committee in connection with the transaction. Goldman, Sachs & Co. acted as
financial advisor and Kaye Scholer LLP acted as legal advisor to the
consortium.
The transaction is expected to be completed in Brookstone's second or third
fiscal quarter of 2005. Commitment letters have been obtained for all
necessary debt financing in connection with the transaction from Goldman, Sachs
& Co. and Bank of America. The transaction is subject to approval by
Brookstone's shareholders, funding under the financing commitments, and other
customary conditions, including regulatory approvals.
In connection with Brookstone's solicitation of proxies with respect to the
meeting of shareholders to be called with respect to the proposed merger,
Brookstone will file with the Securities and Exchange Commission (the "SEC"),
and will furnish to shareholders of Brookstone a proxy statement. Shareholders
are advised to read the proxy statement when it is finalized and distributed to
shareholders because it will contain important information. Shareholders will
be able to obtain a free-of-charge copy of the proxy statement (when available)
and other relevant documents filed with the SEC from the SEC's website at
http://www.sec.gov/. Shareholders will also be able to obtain a free-of-charge
copy of the proxy statement and other relevant documents (when available) by
directing a request by mail or telephone to Brookstone Inc., Merrimack NH
Attention: Investor Relations, Telephone: 603- 577-8044, or from Brookstone's
website, http://www.brookstone.com/.
Brookstone, Inc. is a product development and specialty retail company that
operates 288 Brookstone Brand stores nationwide and in Puerto Rico. Typically
located in high-traffic regional shopping malls, lifestyle centers and
airports, the stores feature unique and innovative consumer products. The
Company also operates five stores under the Gardeners Eden Brand, and 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/
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.
Brookstone and certain of its executive officers and other members of
management and employees may, under the rules of the SEC, be deemed to be
"participants" in the solicitation of proxies from shareholders of Brookstone
in favor of the proposed merger. Information regarding the persons who may be
considered "participants" in the solicitation of proxies will be set forth in
Brookstone's proxy statement when it is filed with the SEC. Information
regarding certain of these persons and their beneficial ownership of Brookstone
common stock as of July 3, 2004 is also set forth in the Schedule 14A filed by
Brookstone on May 3, 2004 with the SEC.
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 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 above 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.
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,
+1-603-880-9500, or Robert Fusco, Investor Relations, +1-603-880-9500
Web site: http://www.brookstone.com/