The Stephan Co. Announces Revised Offer From Acquisition Group
FORT LAUDERDALE, Fla., March 22 /PRNewswire-FirstCall/ -- The Stephan Co.
announced today that Gunhill Enterprises, Inc., a wholly-owned subsidiary of
Eastchester Enterprises, Inc., which is owned by Frank F. Ferola, Thomas M. D'Ambrosio, John DePinto and Shouky A. Shaheen, all directors of Stephan,
together with their affiliates (the "Acquisition Group") has increased its offer
to acquire all of the shares of the common stock of Stephan not already owned by
the members of the Acquisition Group. Eastchester Enterprises, Inc. beneficially
owns approximately 26.1% of Stephan's outstanding common stock. In addition,
Frank F. Ferola is Stephan's Chairman and Chief Executive Officer andMessrs. D'Ambrosio, DePinto and Shaheen are members of the Board of Directors of
Stephan. Under an amended and restated merger agreement, Stephan's public
stockholders, other than the members of the Acquisition Group, will be entitled
to receive $4.60 in cash for each share they own (the "Merger Consideration").
As previously announced, Stephan entered into the original merger agreement
following approval by its Board of Directors, based in part upon the unanimous
recommendation of a special committee comprised of non-management directors of
Stephan's Board of Directors. The special committee has received an updated
opinion from SunTrust Robinson Humphrey that the new Merger Consideration is
fair from a financial point of view to the stockholders other than the
Acquisition Group, and the special committee has approved the terms of the
amended and restated merger agreement. In addition to revising the
consideration to be paid to stockholders, the amended and restated merger
agreement, among other things, extends certain deadlines and includes certain
other changes.
Completion of the transaction is subject to customary closing conditions
including stockholder approval. Stephan stockholder approval will be solicited
by means of a proxy statement, which will be mailed by Stephan to stockholders
upon completion of the required Securities and Exchange Commission filing and
review process.
Stephan stockholders are advised to read the revised preliminary proxy statement
regarding the merger whenit becomes available because it will contain important
information. Stephan stockholders will be able to obtain a free copy of the
proxy statement (once available) and other related documents filed by Stephan at
the SEC's website http://www.sec.gov/. The proxy statement and the related
documents may also be obtained from The Stephan Co., 1850 West McNab Road, Fort
Lauderdale, FL 33309, Attention: Investor Relations.
The Stephan Co. is primarily engaged in the manufacturing, selling and
distributionof hair care and personal care grooming products on both wholesale
and retail level.
This report contains certain statements, including statements regarding the
conditions to the merger as well as the approval of the proposed transaction by
various parties, that are "forward-looking statements" within the meaning of the
Private Securities Reform Act of 1995 that represent the expectations or beliefs
of Stephan concerning future results. Investors are cautioned that reliance on
forward-looking statements involves risks and uncertainties, and although
Stephan believes that the assumptions on which the forward-looking statements
contained herein are reasonable, any of those assumptions could prove to be
inaccurate and, as a result, the forward-looking statements based upon those
assumptions also could be incorrect. Factors that might affect such
forward-looking statements include, among others, overall economic and business
conditions, the demand for our products, competitive factors in the industry,
and regulatory approvals of the merger. Investors are referred to the full
discussion of risks and uncertainties associated with forward-looking statements
contained in The Stephan Co. filings with the Securities and Exchange
Commission. DATASOURCE: The Stephan Co.
CONTACT: David Spiegel of The Stephan Co., +1-954-971-0600 Web site: http://www.thestephancompany.com/
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