As previously announced, on May 17th, 2012, BIDZ.com, Inc.
(Nasdaq:BIDZ), a leading online retailer of jewelry, entered into a
definitive merger agreement with Glendon Group, Inc. ("Glendon
Group") to be acquired for $0.78 per share in cash. This per share
price represents a premium of 59.2% over the Company's closing
price of $0.49 per share, on May 16, 2012, the last trading day
prior to the execution of the merger agreement, and a premium of
37.7% over the Company's volume-weighted average of the closing
prices over the 30 consecutive trading days including and
immediately preceding May 16, 2012.
The merger agreement was negotiated on behalf of the Company by
a Special Committee of its Board of Directors composed entirely of
independent directors, with the assistance of financial and legal
advisors. Based in part on the Special Committee's unanimous
recommendation, the Company's Board of Directors unanimously (with
one director abstaining, due to his interest in the transaction)
approved and declared the merger agreement to be advisable, fair
to, and in the best interests of the Company and its stockholders,
and has resolved to recommend that the Company's stockholders adopt
and approve the merger.
Certain stockholders, who currently own approximately 36.6% of
the Company's outstanding shares, have agreed to vote their shares
in favor of adoption of the merger agreement. This voting
obligation will terminate if the merger agreement terminates, or if
the Company Board changes its recommendation that the stockholders
vote in favor of adoption of the Merger Agreement, and in certain
other specified circumstances.
Under the Merger Agreement, the Company is entitled to actively
solicit alternative transaction proposals until 11:59 p.m. New York
City time on June 24, 2012. After that time and until 11:59 p.m.
New York City time on July 9, 2012, the Company may continue
negotiations with any person who has submitted a written
alternative acquisition proposal by 11:59 p.m. New York City time
on June 24, 2012 or with any group in which at least 50% of the
equity or other financing of such group includes members of any
group that submitted a bona fide written alternative acquisition
proposal by 11:59 p.m. New York City time on June 24, 2012.
The Company has retained Innovus Advisors, LLC to assist the
Special Committee in conducting the go shop process. Persons
interested in learning more about the go shop process should
contact Vijay A. Chevli, Managing Director of Innovus Advisors, LLC
by telephone at (310) 453-5706 or by e-mail at
vchevli@innovusadvisors.com.
The proposed transaction is expected to close in the fourth
quarter of 2012, and is subject to certain closing conditions
specified in the merger agreement. Glendon Group has obtained
equity financing commitments in an aggregate amount sufficient to
complete the merger. There is no financing condition to
Glendon Group's obligation to complete the merger.
Following completion of the transaction, the Company would
become a privately held company and its stock would no longer trade
on the Nasdaq Capital Market.
Imperial Capital, LLC acted as financial advisor to the Special
Committee, and has delivered a fairness opinion to the Special
Committee in connection with the transaction. The Company has
retained Innovus Advisors, LLC to assist the Special Committee in
conducting the go shop process described in the Merger
Agreement. Bingham McCutchen LLP is acting as legal advisor to
the Special Committee. Petillon Hiraide & Loomis
LLP is acting as legal advisor to the Company. Aaron A.
Grunfeld & Associates is acting as legal advisor to Glendon
Group.
About Bidz.com
Bidz.com, founded in 1998, is a leading online retailer of
jewelry. Bidz offers its products through a live auction format as
well as a fixed price online retail store, Buyz.com. Bidz also
operates Modnique.com, a division of Bidz.com, a flash sale
shopping website, offering authentic premium brand name
merchandise. Modnique offers its members exclusive access to 24-72
hour sales events on designer apparel, accessories, shoes, and
housewares and much more at price points up to 85% below
traditional retail prices.
Forward Looking Statements
This press release includes forward-looking statements relating
to the potential acquisition of the Company, including, without
limitation, statements relating to the proposed merger, the
expected date of closing of the transaction and other statements
containing words such as "may," "could," "should," "would,"
"estimate," "expect," "future," and similar expressions or
statements of current expectations, assumptions or
opinion. There are a number of risks and uncertainties that
could cause actual results and events to differ materially from
these forward-looking statements, including the following:
(i) the Company may be unable to obtain shareholder approval
to adopt the merger agreement as required for the merger;
(ii) conditions to the closing of the merger may not be
satisfied or waived; (iii) the transaction may involve
unexpected costs, liabilities or delays; (iv) the business of
the Company may suffer as a result of uncertainty surrounding the
proposed transaction; (v) the Company may be adversely
affected by other economic, business, and/or competitive factors;
(vi) legislative developments or litigation may delay or
prevent the Merger; (vii) events, changes or other
circumstances could give rise to the termination of the merger
agreement, (viii) Parent may not receive the necessary equity
financing set forth in the equity commitment letter described
above, which could cause Parent to be unable to complete the
merger, and (ix) other risks or future developments may result
in the merger not being consummated within the expected time period
or at all. Additional factors that may affect the
future results of the Company are set forth in its filings with the
Securities and Exchange Commission, including its recent filings on
Forms 10-K, 10-Q, and 8-K and any amendments thereto, including,
but not limited to, those described in the Company's Form 10-K for
the fiscal year ended December 31, 2011. These
forward-looking statements reflect only the Company's expectations
as of the date of this report, and the Company does not undertake
any obligation to update any forward-looking statement, except as
required under applicable law.
Additional Information and Where to Find It
In connection with the proposed merger, the Company will file a
proxy statement and other materials, and the Company, Parent and
certain affiliates of Parent will file a Schedule 13E-3 Transaction
Statement with the SEC. The materials filed with the SEC may
be obtained free of charge at the SEC's web site at
www.sec.gov. INVESTORS AND SECURITY HOLDERS OF THE
COMPANY ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER
RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY
VOTING OR INVESTMENT DECISIONS WITH RESPECT TO THE PROPOSED MERGER,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER
AND THE PARTIES TO THE MERGER.
The Company and its directors, executive officers and other
members of their management and employees may be deemed to be
participants in the solicitation of proxies in connection with the
proposed merger. Investors and security holders may obtain
more detailed information regarding the names, affiliations and
interests of certain of the Company's executive officers and
directors who may be deemed to be participants in the solicitation
by reading the Company's proxy statement for its 2011 annual
meeting of stockholders, the Annual Report on Form 10-K for the
fiscal year ended December 31, 2011, and the proxy statement and
other relevant materials to be filed with the SEC in connection
with the proposed merger when they become
available. Information concerning the interests of the
Company's potential participants, which may, in some cases
(including with respect to the parties to the contribution and
voting agreements described above), be different than those of the
Company's stockholders generally, will be set forth in the proxy
statement relating to the proposed transaction when it becomes
available.
CONTACT: IR Contact:
Addo Communications, Inc.
Andrew Greenebaum, 310-829-5400
andrewg@addocommunications.com
Bidz.Com, Inc. (MM) (NASDAQ:BIDZ)
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