Brookstone Announces Proposed Private Offering
September 08 2005 - 4:47PM
PR Newswire (US)
MERRIMACK, N.H., Sept. 8 /PRNewswire-FirstCall/ -- Brookstone, Inc.
(NASDAQ:BKST) today announced that Brookstone Company, Inc., its
wholly-owned subsidiary, intends to offer, subject to market and
other conditions, $190 million principal amount of its senior
unsecured notes in a private offering. The proceeds from the
offering will be used, together with other sources of funds, to
fund the previously announced proposed acquisition of Brookstone by
a consortium led by OSIM International Ltd., J.W. Childs Associates
L.P. and Temasek Capital (Private) Limited pursuant to a definitive
merger agreement which was amended as of July 15, 2005, including
paying fees, commissions and expenses in connection with the
merger. The senior unsecured notes have not been registered under
the Securities Act of 1933, as amended, or applicable state
securities laws, and will be offered only to qualified
institutional buyers in reliance on Rule 144A and in offshore
transactions pursuant to Regulation S under the Securities Act.
Unless so registered, the senior unsecured notes may not be offered
or sold in the United States except pursuant to an exemption from
the registration requirements of the Securities Act and applicable
state securities laws. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy these
securities, nor shall there be any sale of these securities in any
state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
any such state. 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 within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995
("Reform Act") and are 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. Statements about a possible sale or
divestiture of its Gardeners Eden business constitute
forward-looking statements. The Company may not be able to complete
a divestiture on acceptable terms because of a number of factors,
including failure to reach agreement with a purchaser. Any
statements in this release made in connection with the merger
transaction are not forward-looking statements within the meaning
of the safe harbor provisions of the Reform Act. 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. 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, both of Brookstone, Inc. Web
site: http://www.brookstone.com/
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