The Aristotle Corporation's Board of Directors Establishes Special Committee to Evaluate Proposal from Geneve Corporation
May 30 2006 - 5:52PM
Business Wire
The Aristotle Corporation (NASDAQ: ARTL; ARTLP) announced today
that its Board of Directors had established a Special Committee of
the Board of Directors to evaluate the previously announced offer
by Geneve Corporation to acquire in a merger transaction (i) the
outstanding shares of Aristotle's Common Stock not owned by Geneve
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. The Special Committee, which is comprised of
Aristotle's four independent directors, is authorized to act on
behalf of the Board of Directors solely with respect to the Geneve
proposal. The Special Committee will proceed in an orderly and
timely manner to review Geneve's proposal and respond to Geneve.
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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