Yankee Cdle (NYSE:YCC)
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The Yankee Candle Company, Inc. (“Yankee”
or the “Company”;
NYSE:YCC) today announced that it has entered into a definitive merger
agreement under which an affiliate of Madison Dearborn Partners, LLC (“MDP”),
a leading private equity investment firm, will acquire all of the
outstanding shares of Yankee for approximately $1.4 billion in cash. The
total value of the transaction, including assumed debt, is approximately
$1.7 billion. The Board of Directors of Yankee has approved the merger
agreement and has resolved to recommend that Yankee’s
shareholders adopt the agreement. The transaction, which is expected to
close in the first quarter of 2007, is subject to approval by Yankee’s
shareholders, as well as other customary closing conditions, including
the expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976.
In the merger, Yankee shareholders will receive $34.75 in cash for each
share of Yankee common stock they hold, subject to the terms and
conditions of the merger agreement. This price reflects a premium of
more than 57% to the closing price of the stock on July 25, 2006, the
last trading day prior to the Company’s
announcement regarding its review of strategic alternatives.
Craig Rydin, Chairman and Chief Executive Officer, said: “Consistent
with its fiduciary obligations and in consultation with its independent
financial and legal advisors, Yankee’s Board
of Directors, after extensive negotiations and careful consideration,
concluded that this transaction was in the best interest of our
shareholders.”
“We are delighted to partner with Craig and
Yankee Candle management to help build on Yankee’s
brand strength and to capitalize on the significant growth opportunities
ahead,” said Rob Selati, a managing director
at MDP. “We are extremely excited about the
prospects of working with such a powerful and differentiated
multi-channel retailer and wholesaler.”
Lehman Brothers acted as financial advisor and Fried, Frank, Harris,
Shriver & Jacobson LLP acted as legal advisor to Yankee and its Board of
Directors in connection with its review of strategic alternatives and
with this transaction. Merrill Lynch & Co. acted as financial advisor
and Kirkland & Ellis acted as legal advisor to MDP.
Important Additional Information
Regarding The Merger Will Be Filed With The SEC
In connection with the proposed merger, The Yankee Candle Company, Inc.
will file a proxy statement with the Securities and Exchange Commission.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT
WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE MERGER AND THE PARTIES THERETO. Investors and security holders
may obtain a free copy of the proxy statement (when available) and other
documents filed by The Yankee Candle Company, Inc. at the Securities and
Exchange Commission’s web site at http://www.sec.gov.
The proxy statement and such other documents may also be obtained for
free from Yankee by directing such requests to:
The Yankee Candle Company, Inc.
16 Yankee Candle Way
South Deerfield, MA 01373
Attn: Chief Financial Officer
Yankee and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the
solicitation of proxies from its stockholders in connection with the
proposed merger. Information concerning the interests of Yankee’s
participants in the solicitation, which may be different than those of
Yankee stockholders generally, is set forth in Yankee’s
proxy statements and Annual Reports on Form 10-K, previously filed with
the Securities and Exchange Commission, and in the proxy statement
relating to the merger when it becomes available.
About Yankee Candle
The Yankee Candle Company, Inc. is the leading designer, manufacturer,
wholesaler and retailer of premium scented candles, based on sales, in
the giftware industry. Yankee has a 36-year history of offering
distinctive products and marketing them as affordable luxuries and
consumable gifts. The Company sells its products through a North
American wholesale customer network of approximately 17,454 store
locations, a growing base of Company owned and operated retail stores
(409 located in 42 states as of September 30, 2006, including 15
Illuminations stores), direct mail catalogs, its Internet website (www.yankeecandle.com),
international distributors and to a European wholesale customer network
of approximately 2,428 store locations (through its distribution center
located in Bristol, England).
About Madison Dearborn Partners, LLC
Madison Dearborn Partners, based in Chicago, is one of the largest and
most experienced private equity investment firms in the United States.
MDP has approximately $14 billion of equity capital under management,
and makes new investments through its most recent fund Madison Dearborn
Capital Partners V, L.P., a $6.5 billion fund raised in 2006. MDP
focuses on management buyout transactions and other private equity
investments across a broad spectrum of industries, including basic
industries, communications, consumer, financial services, and health
care. For more information, please visit the MDP website at www.mdcp.com.
This press release contains certain information constituting “forward-looking
statements” for purposes of the safe harbor
provisions of The Private Securities Litigation Reform Act of 1995.
Forward-looking statements include but are not limited to the statements
contained herein with respect to the proposed transaction, its expected
time of consummation, any impact of the proposed transaction on the
Company’s financial and operating results,
and any other statements concerning the Company’s
or management’s plans, objectives, goals,
strategies, expectations, estimates, beliefs or projections, or any
other statements concerning future performance or events. Actual results
could differ materially from those indicated by these forward-looking
statements as a result of various risks and uncertainties, including but
not limited to the following: the occurrence of any event, change or
other circumstances that could give rise to the termination of the
merger agreement; risks associated with uncertainty as to whether the
transaction will be completed on the terms described herein; costs and
potential litigation associated with the transaction; the failure to
obtain stockholder approval or the failure to satisfy other conditions
to the completion of the merger, including the expiration of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976;
the failure to obtain the necessary financing arrangements set forth in
commitment letters received in connection with the merger; risks that
the proposed transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the merger;
the ability to recognize the benefits of the merger; the amount of the
costs, fees, expenses and charges related to the merger; and the actual
terms of certain financings that will be obtained for the merger, and
other factors described or contained in the Company’s
most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K
on file with the Securities and Exchange Commission. Any forward-looking
statements represent our views only as of today and should not be relied
upon as representing our views as of any subsequent date. While we may
elect to update certain forward-looking statements at some point in the
future, we specifically disclaim any obligation to do so even if
experience or future events may cause the views contained in any
forward-looking statements to change.
The Yankee Candle Company, Inc. ("Yankee" or the "Company";
NYSE:YCC) today announced that it has entered into a definitive merger
agreement under which an affiliate of Madison Dearborn Partners, LLC
("MDP"), a leading private equity investment firm, will acquire all of
the outstanding shares of Yankee for approximately $1.4 billion in
cash. The total value of the transaction, including assumed debt, is
approximately $1.7 billion. The Board of Directors of Yankee has
approved the merger agreement and has resolved to recommend that
Yankee's shareholders adopt the agreement. The transaction, which is
expected to close in the first quarter of 2007, is subject to approval
by Yankee's shareholders, as well as other customary closing
conditions, including the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.
In the merger, Yankee shareholders will receive $34.75 in cash for
each share of Yankee common stock they hold, subject to the terms and
conditions of the merger agreement. This price reflects a premium of
more than 57% to the closing price of the stock on July 25, 2006, the
last trading day prior to the Company's announcement regarding its
review of strategic alternatives.
Craig Rydin, Chairman and Chief Executive Officer, said:
"Consistent with its fiduciary obligations and in consultation with
its independent financial and legal advisors, Yankee's Board of
Directors, after extensive negotiations and careful consideration,
concluded that this transaction was in the best interest of our
shareholders."
"We are delighted to partner with Craig and Yankee Candle
management to help build on Yankee's brand strength and to capitalize
on the significant growth opportunities ahead," said Rob Selati, a
managing director at MDP. "We are extremely excited about the
prospects of working with such a powerful and differentiated
multi-channel retailer and wholesaler."
Lehman Brothers acted as financial advisor and Fried, Frank,
Harris, Shriver & Jacobson LLP acted as legal advisor to Yankee and
its Board of Directors in connection with its review of strategic
alternatives and with this transaction. Merrill Lynch & Co. acted as
financial advisor and Kirkland & Ellis acted as legal advisor to MDP.
Important Additional Information Regarding The Merger Will Be
Filed With The SEC
In connection with the proposed merger, The Yankee Candle Company,
Inc. will file a proxy statement with the Securities and Exchange
Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE
PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES THERETO.
Investors and security holders may obtain a free copy of the proxy
statement (when available) and other documents filed by The Yankee
Candle Company, Inc. at the Securities and Exchange Commission's web
site at http://www.sec.gov. The proxy statement and such other
documents may also be obtained for free from Yankee by directing such
requests to:
-0-
*T
The Yankee Candle Company, Inc.
16 Yankee Candle Way
South Deerfield, MA 01373
Attn: Chief Financial Officer
*T
Yankee and its directors, executive officers and other members of
its management and employees may be deemed to be participants in the
solicitation of proxies from its stockholders in connection with the
proposed merger. Information concerning the interests of Yankee's
participants in the solicitation, which may be different than those of
Yankee stockholders generally, is set forth in Yankee's proxy
statements and Annual Reports on Form 10-K, previously filed with the
Securities and Exchange Commission, and in the proxy statement
relating to the merger when it becomes available.
About Yankee Candle
The Yankee Candle Company, Inc. is the leading designer,
manufacturer, wholesaler and retailer of premium scented candles,
based on sales, in the giftware industry. Yankee has a 36-year history
of offering distinctive products and marketing them as affordable
luxuries and consumable gifts. The Company sells its products through
a North American wholesale customer network of approximately 17,454
store locations, a growing base of Company owned and operated retail
stores (409 located in 42 states as of September 30, 2006, including
15 Illuminations stores), direct mail catalogs, its Internet website
(www.yankeecandle.com), international distributors and to a European
wholesale customer network of approximately 2,428 store locations
(through its distribution center located in Bristol, England).
About Madison Dearborn Partners, LLC
Madison Dearborn Partners, based in Chicago, is one of the largest
and most experienced private equity investment firms in the United
States. MDP has approximately $14 billion of equity capital under
management, and makes new investments through its most recent fund
Madison Dearborn Capital Partners V, L.P., a $6.5 billion fund raised
in 2006. MDP focuses on management buyout transactions and other
private equity investments across a broad spectrum of industries,
including basic industries, communications, consumer, financial
services, and health care. For more information, please visit the MDP
website at www.mdcp.com.
This press release contains certain information constituting
"forward-looking statements" for purposes of the safe harbor
provisions of The Private Securities Litigation Reform Act of 1995.
Forward-looking statements include but are not limited to the
statements contained herein with respect to the proposed transaction,
its expected time of consummation, any impact of the proposed
transaction on the Company's financial and operating results, and any
other statements concerning the Company's or management's plans,
objectives, goals, strategies, expectations, estimates, beliefs or
projections, or any other statements concerning future performance or
events. Actual results could differ materially from those indicated by
these forward-looking statements as a result of various risks and
uncertainties, including but not limited to the following: the
occurrence of any event, change or other circumstances that could give
rise to the termination of the merger agreement; risks associated with
uncertainty as to whether the transaction will be completed on the
terms described herein; costs and potential litigation associated with
the transaction; the failure to obtain stockholder approval or the
failure to satisfy other conditions to the completion of the merger,
including the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976; the failure to
obtain the necessary financing arrangements set forth in commitment
letters received in connection with the merger; risks that the
proposed transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the
merger; the ability to recognize the benefits of the merger; the
amount of the costs, fees, expenses and charges related to the merger;
and the actual terms of certain financings that will be obtained for
the merger, and other factors described or contained in the Company's
most recent Quarterly Report on Form 10-Q or Annual Report on Form
10-K on file with the Securities and Exchange Commission. Any
forward-looking statements represent our views only as of today and
should not be relied upon as representing our views as of any
subsequent date. While we may elect to update certain forward-looking
statements at some point in the future, we specifically disclaim any
obligation to do so even if experience or future events may cause the
views contained in any forward-looking statements to change.