Sbar’s Acquisition Corporation Successfully Completes Tender Offer for Shares of A.C. Moore Arts & Crafts, Inc.
November 17 2011 - 08:30AM
Business Wire
Sbar’s, Inc. (“Sbar’s”) and A.C. Moore Arts & Crafts, Inc.
(NASDAQ: ACMR) (“A.C. Moore” or the “Company”) today announced the
successful completion of the tender offer by Nicole Crafts LLC and
Sbar’s Acquisition Corporation (“Purchaser”), affiliates of Sbar’s,
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. The
tender offer expired, as scheduled, at 12:00 midnight, New York
City time, at the end of Wednesday, November 16, 2011 and was not
extended.
The depositary for the tender offer has advised that, as of the
offer’s expiration, 21,504,096 shares of A.C. Moore common stock
were tendered and not withdrawn pursuant to the Offer, representing
approximately 84.5% of the outstanding shares. All of such shares
have been accepted for payment by Purchaser in accordance with the
terms of the tender offer. Pursuant to the previously announced
merger agreement, Purchaser will effect a “short-form” merger under
applicable Pennsylvania law, without the affirmative vote of any
other A.C. Moore stockholder, which merger is expected to occur as
soon as practicable. In the merger, Purchaser will be merged with
and into A.C. Moore, with A.C. Moore surviving the merger and
continuing as a wholly-owned subsidiary of Nicole Crafts LLC, an
entity affiliated with Sbar’s. Upon completion of the merger, each
outstanding share of common stock of A.C. Moore, other than shares
held or owned by A.C. Moore or any of its subsidiaries or Nicole
Crafts LLC or any of its subsidiaries, or any stockholder of A.C.
Moore who has perfected its demand for 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 without interest and less any required withholding taxes.
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 within
the meaning of the Private Securities Litigation Reform Act of
1995. 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 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 the Company’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 transaction; the risk of
litigation relating to the transaction; 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 the Company’s control; transaction
costs; actual or contingent liabilities; and other risks and
uncertainties discussed in documents filed with the SEC by the
Company, including, but not limited to, the
solicitation/recommendation statement and merger proxy statement
filed by the Company. Investors and shareholders are cautioned not
to place undue reliance on these forward-looking statements. Unless
required by law, the Company 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 the Company’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, Quarterly Report on Form 10-Q
for the fiscal quarter ended October 1, 2011 and Current Reports on
Form 8-K filed from time to time by the Company. All
forward-looking statements are qualified in their entirety by this
cautionary statement.
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