Geneve Corporation Proposes to Acquire The Aristotle Corporation
May 22 2006 - 10:41AM
Business Wire
The Aristotle Corporation (NASDAQ: ARTL; ARTLP) announced today
that it has received a proposal from Geneve Corporation, the holder
of approximately 93% of Aristotle's Common Stock and 100% of
Aristotle's Series J Preferred Stock, to acquire in a merger
transaction (i) the balance of the outstanding shares of
Aristotle's Common Stock for a cash purchase price of $8.06 per
share and (ii) all of the outstanding shares of Aristotle's Series
I Preferred Stock for a cash price of $8.25 per share plus accrued
and unpaid dividends to the closing date. All shares of Common
Stock and Series I Preferred Stock issuable under outstanding
employee stock options would also be acquired on the same basis,
less the option exercise price. Geneve has requested that the Board
of Directors of Aristotle establish a special committee comprised
of Aristotle's four independent directors to consider Geneve's
proposal. Geneve's proposal is subject to certain conditions,
including: (i) execution of a definitive merger agreement, (ii)
approval of the proposed transaction by the special committee, (ii)
receipt of required stockholder approval and (iv) receipt of
required regulatory approvals. Geneve has indicated that its
proposal is not subject to a financing contingency, and that it
does not expect to entertain an offer for its ownership interests
in Aristotle. There are currently outstanding approximately
1,300,000 shares of Aristotle's Common Stock and 1,100,000 shares
of Aristotle's Series I Preferred Stock, all of which shares are
held by stockholders other than Geneve; the stated value of the
Series I Preferred Stock is $6.6 million. Geneve informed the
Aristotle Board of Directors that it has entered into an agreement
with John J. Crawford, the former CEO and a former director of
Aristotle, related to its proposal. Pursuant to the agreement,
among other things, Mr. Crawford has agreed to vote in favor of the
Geneve proposal, if the proposal is recommended by a special
committee of Aristotle's Board of Directors. Mr. Crawford currently
holds 102,403 shares of Common Stock and 62,843 shares of Series I
Preferred Stock. Aristotle stockholders and others considering
trading in Aristotle's securities are advised that (i) Aristotle's
Board of Directors has just received Geneve's proposal, (ii) no
decisions have yet been made in respect of Geneve's proposal, (iii)
Aristotle's Board of Directors will proceed in an orderly and
timely manner to consider Geneve's proposal and (v) there can be no
assurance that the proposed transaction or any other transaction
will be approved or completed. Copies of (a) Geneve's proposal to
Aristotle's Board of Directors and (b) the agreement between Geneve
and John J. Crawford are exhibits to a Schedule 13D amendment to be
filed by Geneve with the Securities and Exchange Commission. About
Aristotle The Aristotle Corporation, founded in 1986, and
headquartered in Stamford, CT, is a leading manufacturer and global
distributor of educational, health, medical technology and
agricultural products. A selection of over 80,000 items is offered,
primarily through more than 45 separate catalogs carrying the brand
of Nasco (founded in 1941), as well as those bearing the brands of
Life/Form(R), Whirl-Pak(R), Simulaids, Triarco, Spectrum
Educational Supplies, Hubbard Scientific, Scott Resources, Haan
Crafts, To-Sew, CPR Prompt(R), Ginsberg Scientific and Summit
Learning. Products include educational materials and supplies for
substantially all K-12 curricula, molded plastics, biological
materials, health care products and items for the agricultural,
senior care and food industries. In addition, Aristotle offers
medical simulators and manikins used for training in
cardiopulmonary resuscitation and the fire and emergency rescue and
patient care fields. Aristotle has approximately 850 full-time
employees at its operations in Fort Atkinson, WI, Modesto, CA, Fort
Collins, CO, Plymouth, MN, Saugerties, NY, Chippewa Falls, WI,
Otterbein, IN and Newmarket, Ontario, Canada. There are
approximately 17.2 million shares outstanding of Aristotle common
stock (NASDAQ: ARTL) and approximately 1.1 million shares
outstanding of 11%, cumulative, convertible, voting, Series I
preferred stock (NASDAQ: ARTLP); there are also approximately 11.0
million shares outstanding of 12%, cumulative, non-convertible,
non-voting shares of Series J preferred stock with a stated value
of $65.8 million. Aristotle has about 4,000 stockholders of record.
Further information about Aristotle can be obtained on its website,
at www.aristotlecorp.net. Safe Harbor under the Private Securities
Litigation Reform Act of 1995 The statements in this release
regarding Geneve's proposal involve a number of uncertainties and
there can be no assurances that the proposed transaction or any
other transaction will be approved or completed.
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