Brookstone, Inc. Announces Agreement to be Acquired by OSIM International, JW Childs and Temasek for $20.50 Per Share
16 April 2005 - 1:44AM
PR Newswire (US)
Brookstone, Inc. Announces Agreement to be Acquired by OSIM
International, JW Childs and Temasek for $20.50 Per Share
MERRIMACK, N.H., April 15 /PRNewswire-FirstCall/ -- Product
developer and specialty retail company Brookstone, Inc.
(NASDAQ:BKST) today announced that it has signed a definitive
merger agreement to be acquired by a consortium led by OSIM
International, a Singapore-listed healthy lifestyle products
company that operates over 700 stores, JW Childs Associates, L.P.
("JW Childs"), a Boston-based private equity firm, and Temasek
Holdings (Private) Limited ("Temasek"), a Singapore-based
investment company. Under the terms of the merger agreement, each
outstanding share of Brookstone's common stock will be converted
into the right to receive $20.50 in cash. Michael Anthony, Chairman
of the Board, President and Chief Executive Officer of Brookstone
said, "This transaction offers great value to our stockholders and
tremendous opportunity for our Company going forward. OSIM will be
a strategic partner with product development capabilities extremely
complementary to those of Brookstone's, in addition to an
international store infrastructure, primarily in Asia, that will
help expand the Brookstone brand globally. JW Childs and Temasek
are leading investment firms that have a long-term view towards
growing the businesses in which they invest and have an excellent
track record of working in partnership with management to build
great companies." Mr. Anthony continued, "This transaction would
not have been possible without the skill and dedication of our
Associates. They should be assured that the success of the
transaction will depend on growing the business, not eliminating
jobs or reducing service levels. Upon completion of the
transaction, our current senior management team will continue to
lead the Company, with corporate headquarters remaining in
Merrimack, NH." Current members of the Board of Directors will stay
on the Board while the transaction is pending. Members of
Brookstone's senior management team are expected to remain in place
and invest in the company. Michael Anthony, current CEO and
Chairman of the Board, will be on the Board of the new Company.
Brookstone's Board of Directors approved the transaction based upon
the unanimous recommendation of a Special Committee of
disinterested and independent directors. CIBC World Markets Corp.
served as financial advisor to the Special Committee. Ropes &
Gray LLP acted as legal advisor to the Special Committee in
connection with the transaction. Goldman, Sachs & Co. acted as
financial advisor and Kaye Scholer LLP acted as legal advisor to
the consortium. The transaction is expected to be completed in
Brookstone's second or third fiscal quarter of 2005. Commitment
letters have been obtained for all necessary debt financing in
connection with the transaction from Goldman, Sachs & Co. and
Bank of America. The transaction is subject to approval by
Brookstone's shareholders, funding under the financing commitments,
and other customary conditions, including regulatory approvals. In
connection with Brookstone's solicitation of proxies with respect
to the meeting of shareholders to be called with respect to the
proposed merger, Brookstone will file with the Securities and
Exchange Commission (the "SEC"), and will furnish to shareholders
of Brookstone a proxy statement. Shareholders are advised to read
the proxy statement when it is finalized and distributed to
shareholders because it will contain important information.
Shareholders will be able to obtain a free-of-charge copy of the
proxy statement (when available) and other relevant documents filed
with the SEC from the SEC's website at http://www.sec.gov/.
Shareholders will also be able to obtain a free-of-charge copy of
the proxy statement and other relevant documents (when available)
by directing a request by mail or telephone to Brookstone Inc.,
Merrimack NH Attention: Investor Relations, Telephone: 603-
577-8044, or from Brookstone's website, http://www.brookstone.com/.
Brookstone, Inc. is a product development and specialty retail
company that operates 288 Brookstone Brand stores nationwide and in
Puerto Rico. Typically located in high-traffic regional shopping
malls, lifestyle centers and airports, the stores feature unique
and innovative consumer products. The Company also operates five
stores under the Gardeners Eden Brand, and a Direct-Marketing
business that consists of three catalog titles -- Brookstone,
Hard-to-Find Tools and Gardeners Eden -- as well as e-commerce web
sites at http://www.brookstone.com/ and
http://www.gardenerseden.com/ OSIM is a global leader in healthy
lifestyle products and is listed on the main board of the Singapore
Exchange. It is the leading Asian brand for healthy lifestyle
products. Established in 1980, OSIM is a brand management and niche
marketing company with a focus on the consumer. OSIM uses
innovative selling approaches and constantly enhances its
innovation capabilities to produce successful products with
superior designs, features and quality. Today, OSIM operates a wide
point-of-sales network of over 700 outlets in Asia, Australia,
Africa, the Middle East, United Kingdom and North America. JW
Childs is a leading private equity firm based in Boston,
Massachusetts specializing in leveraged buyouts and
recapitalizations of middle-market growth companies. Since 1995,
JWC has invested in 34 companies with a total transaction value of
$7.8 billion. JWC currently invests through J.W. Childs Equity
Partners III, L.P., an investment fund with total committed capital
from leading financial institutions, pension funds, insurance
companies and university endowments of $1.75 billion. Temasek
Holdings is an Asia investment company headquartered in Singapore.
Established in 1974, it manages a diversified global portfolio of
S$90 billion, spanning Singapore, Asia and the OECD economies. Its
investments are in a range of industries: telecommunications and
media, financial services, property, transportation and logistics,
energy and resources, infrastructure, engineering and technology,
as well as pharmaceuticals and biosciences. Brookstone and certain
of its executive officers and other members of management and
employees may, under the rules of the SEC, be deemed to be
"participants" in the solicitation of proxies from shareholders of
Brookstone in favor of the proposed merger. Information regarding
the persons who may be considered "participants" in the
solicitation of proxies will be set forth in Brookstone's proxy
statement when it is filed with the SEC. Information regarding
certain of these persons and their beneficial ownership of
Brookstone common stock as of July 3, 2004 is also set forth in the
Schedule 14A filed by Brookstone on May 3, 2004 with the SEC.
Statements in this release which are not historical facts,
including statements about the Company's confidence or
expectations, earnings, anticipated operations of its e-commerce
sites and those of third-party service providers, and other
statements about the Company's operational outlook, are
forward-looking statements subject to risks and uncertainties that
could cause actual results to differ materially from those set
forth in such forward-looking statements. Such risks and
uncertainties include, without limitation, risks of changing market
conditions in the overall economy and the retail industry, consumer
demand, the effectiveness of e-commerce technology and marketing
efforts, availability of products, availability of adequate
transportation of such products, and other factors detailed from
time to time in the Company's annual and other reports filed with
the Securities and Exchange Commission. Words such as "estimate",
"project", "plan", "believe", "feel", "anticipate", "assume",
"may", "will", "should" and similar words and phrases may identify
forward-looking statements. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date thereof. The Company undertakes no obligations
to publicly release any revisions to these forward-looking
statements or reflect events or circumstances after the date
hereof. Statements about the expected timing, completion and
effects of the proposed merger and all other statements in this
release other than historical facts, constitute forward-looking
statements within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Readers are
cautioned not to place undue reliance on these forward-looking
statements and any such forward-looking statements are qualified in
their entirety by reference to the following cautionary statements.
All forward- looking statements speak only as of the date hereof
and are based on current expectations and involve a number of
assumptions, risks and uncertainties that could cause the actual
results to differ materially from such forward-looking statements.
Brookstone may not be able to complete the proposed merger on the
terms described above or other acceptable terms or at all because
of a number of factors, including the failure to obtain shareholder
approval, the failure of financing or the failure to satisfy the
other closing conditions. These factors, and other factors that may
affect the business or financial results of Brookstone are
described in Brookstone's filings with the SEC. CONTACT: Philip
Roizin EVP of Finance and Administration (603) 880-9500 Robert
Fusco Investor Relations (603) 880-9500 DATASOURCE: Brookstone,
Inc. CONTACT: Philip Roizin, EVP of Finance and Administration,
+1-603-880-9500, or Robert Fusco, Investor Relations,
+1-603-880-9500 Web site: http://www.brookstone.com/
Copyright
Brookstone (NASDAQ:BKST)
Historical Stock Chart
From May 2024 to Jun 2024
Brookstone (NASDAQ:BKST)
Historical Stock Chart
From Jun 2023 to Jun 2024