Brookstone Announces Amended Merger Agreement at $20 Purchase Price Per Share in Cash
July 15 2005 - 9:35PM
PR Newswire (US)
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/
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