NEW YORK, Sept. 5, 2019 /PRNewswire/ -- At a special
meeting held in New York today,
Sotheby's (NYSE: BID) shareholders approved the proposed
acquisition of the Company by BidFair USA, an entity wholly owned by Patrick
Drahi.
"The Board of Directors would like to thank Sotheby's
shareholders for their vote of confidence in the merger," said
Domenico De Sole, Chairman of
Sotheby's Board of Directors. "Mr. Drahi's offer delivers a
significant premium to market for our shareholders, including our
employee shareholders, and positions Sotheby's well for the
future."
Tad Smith, Sotheby's CEO said,
"This is an historic moment for Sotheby's and we are very pleased
to have the validation of the company's shareholders.
Sotheby's is on track for another strong season with outstanding
auctions set to be held in Hong
Kong and Contemporary art sales that will inaugurate our
newly-renovated space on Bond Street in London early next month."
On June 17, 2019, Sotheby's
announced that it had signed a definitive merger agreement to be
acquired by BidFair USA, an entity
wholly owned by media and telecom entrepreneur as well as art
collector, Patrick Drahi. Under the terms of the agreement, which
was approved by Sotheby's Board of Directors, shareholders,
including employee shareholders, will receive $57.00 in cash per share of Sotheby's common
stock in a transaction with an enterprise value of $3.7 billion.
The closing of the merger remains subject to customary
conditions and is expected to close in the fourth quarter of
2019.
Forward-Looking Statements
Certain statements in this release may constitute
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, Section 21E of the Securities Exchange
Act of 1934 and the Private Securities Litigation Reform Act of
1995, each as amended. Forward-looking statements provide
current expectations of future events and include any statement
that does not directly relate to any historical or current
fact. Words such as "anticipates," "believes," "expects,"
"intends," "plans," "projects," or other similar expressions may
identify such forward-looking statements.
Actual results may differ materially from those discussed in
forward-looking statements as a result of factors, risks and
uncertainties over which we have no control. These factors,
risks and uncertainties include, but are not limited to, the
following: (i) conditions to the completion of the proposed
acquisition may not be satisfied or the regulatory approvals
required for the proposed acquisition may not be obtained on the
terms expected or on the anticipated schedule; (ii) the occurrence
of any event, change or other circumstance that could give rise to
the termination of the merger agreement between the parties to the
proposed acquisition; (iii) the effect of the announcement or
pendency of the proposed acquisition on Sotheby's business
relationships, operating results, and business generally; (iv)
risks that the proposed acquisition disrupts Sotheby's current
plans and operations and potential difficulties in Sotheby's
employee retention as a result of the proposed acquisition; (v)
risks related to diverting management's attention from our ongoing
business operations; (vi) potential litigation that has been or may
be instituted against Sotheby or its directors or officers related
to the proposed acquisition or the merger agreement between the
parties to the proposed acquisition; (vii) the amount of the costs,
fees, expenses and other charges related to the proposed
acquisition; and (ix) such other factors as are set forth in
Sotheby's periodic public filings with the SEC, including but not
limited to those described under the headings "Risk Factors" and
"Forward Looking Statements" in its Forms 10-K for the fiscal year
ended December 31, 2018 and in its
other filings made with the SEC from time to time, which are
available via the SEC's website at www.sec.gov.
Forward-looking statements reflect the views and assumptions of
management as of the date of this communication with respect to
future events. Sotheby's does not undertake, and hereby
disclaims, any obligation, unless required to do so by applicable
securities laws, to update any forward-looking statements as a
result of new information, future events or other factors.
The inclusion of any statement in this release does not constitute
an admission by Sotheby's or any other person that the events or
circumstances described in such statement are material.
About Sotheby's
Sotheby's has been uniting collectors with world-class works of
art since 1744. Sotheby's became the first international auction
house when it expanded from London
to New York (1955), the first to
conduct sales in Hong Kong (1973),
India (1992) and France (2001), and the first international
fine art auction house in China
(2012). Today, Sotheby's presents auctions in 10 different
salesrooms, including New York,
London, Hong Kong and Paris, and Sotheby's BidNow program allows
visitors to view all auctions live online and place bids from
anywhere in the world. Sotheby's offers collectors the resources of
Sotheby's Financial Services, the world's only full-service
art financing company, as well as the collection, artist, estate
& foundation advisory services of its subsidiary, Art
Agency, Partners. Sotheby's presents private sale opportunities
in more than 70 categories, including S|2, the gallery arm of
Sotheby's Global Fine Art Division, and three retail businesses:
Sotheby's Wine, Sotheby's Diamonds, and Sotheby's Home, the online
marketplace for interior design. Sotheby's has a global network of
80 offices in 40 countries and is the oldest company listed on the
New York Stock Exchange (BID).
Instagram | Facebook | Twitter
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| Weibo | WeChat | Youku
New York | +1 212 606
7176 | Lauren Gioia |
Lauren.Gioia@Sothebys.com | Darrell
Rocha | Darrell.Rocha@Sothebys.com
London | +44 (0) 207 293
6000 | Mitzi Mina |
Mitzi.Mina@Sothebys.com
Hong Kong | +852 2822
8140/5509 | Winnie Tang |
Winnie.Tang@sothebys.com
Investor Relations | +1 212 606 7176 | Jennifer Park |
Jennifer.Park@Sothebys.com | Dan
Abernethy | Dan.Abernethy@sothebys.com
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SOURCE Sotheby's
