A.C. Moore Arts & Crafts, Inc. (NASDAQ: ACMR) (“A.C. Moore”
or the “Company”) and Sbar’s, Inc. (“Sbar’s”) today announced that
Nicole Crafts LLC and Sbar’s Acquisition Corporation, affiliates of
Sbar’s, have commenced the previously-announced tender offer for
all of the outstanding shares of common stock of A.C. Moore for
$1.60 per share, net to the seller in cash without interest.
On October 4, 2011, A.C. Moore and Sbar’s announced that A.C.
Moore and affiliates of Sbar’s had entered into an Agreement and
Plan of Merger (the “Agreement”), pursuant to which a tender offer
would be made. Pursuant to the Agreement, after completion of the
tender offer and the satisfaction or waiver of certain conditions,
Sbar’s Acquisition Corporation will merge with and into A.C. Moore,
with A.C. Moore continuing as the surviving corporation, and all
outstanding shares of A.C. Moore’s common stock (other than shares
of common stock held by Nicole Crafts LLC, Sbar’s Acquisition
Corporation or by shareholders who are entitled to and have
properly exercised their dissenters rights under Pennsylvania law)
will be automatically cancelled and converted into the right to
receive cash equal to the $1.60 offer price per share. The parties
have agreed to proceed with a one-step merger transaction if the
tender offer is not completed.
After careful consideration and following the recommendation of
the special committee of A.C. Moore’s board of directors, which was
comprised solely of non-employee independent directors, A.C.
Moore’s board of directors has unanimously determined that the
tender offer and the merger are fair to and in the best interests
of the shareholders of A.C. Moore, and approved the Agreement, the
tender offer, the merger and the other transactions contemplated by
the Agreement. Accordingly, A.C. Moore’s board of directors
unanimously recommends that A.C. Moore’s shareholders accept the
tender offer and tender their shares in the tender offer and, if
required by applicable law, adopt the Agreement and approve the
transactions contemplated by the Agreement, including the
merger.
Nicole Crafts LLC and Sbar’s Acquisition Corporation are filing
with the Securities and Exchange Commission (the “SEC”) today
a tender offer statement on Schedule TO, including an offer to
purchase and related letter of transmittal, setting forth in detail
the terms of the tender offer. Additionally, A.C. Moore is filing
with the SEC today a solicitation/recommendation statement on
Schedule 14D-9 setting forth in detail, among other things,
the unanimous recommendation of A.C. Moore’s board of directors
that A.C. Moore’s shareholders accept the tender offer and tender
their shares into the tender offer.
The completion of the tender offer is subject to conditions,
including, among others, the satisfaction of a minimum tender
condition and the receipt of financing.
The tender offer and withdrawal rights are scheduled to expire
at midnight, New York City time, on Wednesday, November 16, 2011,
unless extended or earlier terminated in accordance with the
Agreement.
About A.C. Moore
A.C. Moore is a specialty retailer of arts, crafts and floral
merchandise for a wide range of customers. The Company currently
serves customers through its 134 stores located in the Eastern
United States and nationally via its e-commerce site,
www.acmoore.com. For more information about A.C. Moore, visit its
website at www.acmoore.com
About Sbar’s
Sbar’s is one of the largest distributors in the United States
supplying arts and crafts merchandise, including its proprietary
Nicole Crafts products, to retailers. Sbar’s began in 1952 as a
small craft, hobby and school supply store in Camden, New Jersey
and today operates from its 300,000 square foot distribution center
located in Moorestown, New Jersey. In addition to being a
merchandise distributor, Sbar’s operates seven arts and crafts
stores located in the Richmond, Virginia area. For more information
about Sbar’s, visit its website at www.sbarsonline.com.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements. In some
cases, forward-looking statements can be identified by words such
as “anticipate,” “expect,” “believe,” “plan,” “intend,” “predict,”
“will,” “may” and similar terms. Forward-looking statements in this
press release include, but are not limited to, statements regarding
the anticipated timing of filings relating to the transaction;
statements regarding the expected timing of the completion of the
transaction; statements regarding the ability to complete the
transaction considering the various closing conditions; statements
regarding prospective performance and opportunities; any statements
of expectation or belief; and any statements of assumptions
underlying any of the foregoing. The forward-looking statements
contained in this press release related to future results and
events are based on A.C. Moore’s current expectations, beliefs and
assumptions about its industry and its business. Forward-looking
statements, by their nature, involve risks and uncertainties and
are not guarantees of future performance. Actual results may differ
materially from the results discussed in the forward-looking
statements due to a variety of risks, uncertainties and other
factors, including, but not limited to, uncertainties as to the
timing of the tender offer and the merger; uncertainties as to how
many of A.C. Moore’s shareholders will tender their stock in the
tender offer; the risk that the transaction may not be approved by
A.C. Moore’s shareholders were the transaction to be consummated as
a one-step merger; the risk of litigation relating to the
transaction; the risk that competing offers will be made; the
possibility that various closing conditions for the transaction may
not be satisfied or waived; the effects of disruption from the
transaction making it more difficult to maintain relationships with
employees, customers, vendors or other business partners; other
business effects, including, but not limited to, the effects of
industry, economic or political conditions outside of A.C. Moore’s
control; transaction costs; actual or contingent liabilities; and
other risks and uncertainties discussed in documents filed with the
SEC by A.C. Moore, including, but not limited to, the
solicitation/recommendation statement and merger proxy statement to
be filed by A.C. Moore. Investors and shareholders are cautioned
not to place undue reliance on these forward-looking statements.
Unless required by law, A.C. Moore undertakes no obligation to
update any forward-looking statements, whether as a result of new
information, future events or otherwise. Readers are also urged to
review carefully and consider the various disclosures in A.C.
Moore’s SEC periodic and interim reports, including but not limited
to its Annual Report on Form 10-K, as amended, for the fiscal year
ended January 1, 2011, Quarterly Report on Form 10-Q for the fiscal
quarter ended April 2, 2011, Quarterly Report on Form 10-Q for the
fiscal quarter ended July 2, 2011 and Current Reports on Form 8-K
filed from time to time by A.C. Moore. All forward-looking
statements are qualified in their entirety by this cautionary
statement.
Notice to Investors
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The solicitation
and the offer to buy shares of A.C. Moore common stock is being
made pursuant to an offer to purchase and related materials that
affiliates of Sbar’s have filed with the SEC. Affiliates of Sbar’s
have filed a tender offer statement on Schedule TO with the SEC,
and A.C. Moore has filed a solicitation/recommendation statement on
Schedule 14D-9 with respect to the offer. The tender offer
statement (including an offer to purchase, a related letter of
transmittal and other offer documents) and the
solicitation/recommendation statement contain important information
that should be read carefully and considered before any decision is
made with respect to the tender offer. These materials are being
sent free of charge to all shareholders of A.C. Moore. In addition,
all of these materials (and all other materials filed by A.C. Moore
with the SEC) are available at no charge from the SEC through its
website at www.sec.gov. Free copies of the offer to purchase, the
related letter of transmittal and certain other offering documents
are also available by contacting D.F. King & Co., Inc., 48 Wall
Street, 22nd Floor, New York, New York 10005 (for information by
telephone: Banks and Brokers Call Collect: (212) 269-5550; All
Others Call Toll-Free: (800) 755-7250. Investors and shareholders
may also obtain free copies of the documents filed with the SEC
from A.C. Moore by contacting David Stern, Chief Financial and
Administrative Officer, A.C. Moore Arts & Crafts, Inc., 130
A.C. Moore Drive, Berlin, New Jersey 08009, (856) 768-4943.
Additional Information about the Merger and Where to Find
It
In connection with the potential one-step merger, A.C. Moore
will file a proxy statement with the SEC. Additionally, A.C. Moore
will file other relevant materials with the SEC in connection with
the proposed acquisition pursuant to the terms of an Agreement and
Plan of Merger between the parties. The materials to be filed by
A.C. Moore with the SEC may be obtained free of charge at the SEC’s
web site at www.sec.gov. Investors and shareholders also may obtain
free copies of the proxy statement and other relevant materials
from A.C. Moore by contacting David Stern, Chief Financial and
Administrative Officer, A.C. Moore Arts & Crafts, Inc., 130
A.C. Moore Drive, Berlin, New Jersey 08009, (856) 768-4943.
Investors and security holders of A.C. Moore are urged to read the
proxy statement and the other relevant materials when they become
available before making any voting or investment decision with
respect to the proposed merger because they will contain important
information about the merger and the parties to the merger.
A.C. Moore and its directors, executive officers and other
members of management and employees, under the SEC rules, may be
deemed to be participants in the solicitation of proxies of A.C.
Moore shareholders in connection with the proposed merger.
Investors and security holders may obtain more detailed information
regarding the names, affiliations and interests of certain of A.C.
Moore’s executive officers and directors in the solicitation by
reading A.C. Moore’s Proxy Statement for its 2010 Annual Meeting of
Shareholders and Annual Report on Form 10-K, as amended, for the
fiscal year ended January 1, 2011, as well as the proxy statement
and other relevant materials which will be filed with the SEC in
connection with the merger when they become available. Information
concerning the interests of A.C. Moore’s participants in the
solicitation, which may, in some cases, be different than those of
A.C. Moore’s shareholders generally, will be set forth in the proxy
statement relating to the merger when it becomes available.
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