For the year ended Dec. 31, 2013, Eddie Bauer has estimated its
revenue to be between $885 million and $895 million and adjusted EBITDA
to be between $61 million and $65 million.
The purchase price for Eddie Bauer consists of a combination of
$564 million in cash and approximately 4.7 million new shares of common
stock to Everest Topco, a unit of Golden Gate Capital, at $56 per share,
a premium to the pre-announcement share price. The final share count is
subject to adjustment based on the number of shares tendered in the
issuer tender offer. Everest Topco will also have the right to earn up
to an additional $50 million in cash based on Eddie Bauer's EBITDA for
fiscal 2014.
Under the terms of the Agreement, Jos. A. Bank will have the right
to terminate its agreement to acquire Eddie Bauer in the event an
unsolicited offer is made to acquire Jos. A. Bank that the company's
board determines would reasonably be expected to create greater value
for Jos. A. Bank's shareholders than the Eddie Bauer transaction and
issuer tender offer.
Following the closing of the Eddie Bauer acquisition and issuer tender offer, Everest Topco will own approximately 16.6% of the Jos. A Bank's outstanding shares and will have the right to designate two directors on the Company's Board of Directors.
By press release
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