The Yankee Candle Company, Inc. (�Yankee� or the �Company�;
NYSE:YCC) today announced that it has entered into a definitive
merger agreement under which an affiliate of Madison Dearborn
Partners, LLC (�MDP�), a leading private equity investment firm,
will acquire all of the outstanding shares of Yankee for
approximately $1.4 billion in cash. The total value of the
transaction, including assumed debt, is approximately $1.7 billion.
The Board of Directors of Yankee has approved the merger agreement
and has resolved to recommend that Yankee�s shareholders adopt the
agreement. The transaction, which is expected to close in the first
quarter of 2007, is subject to approval by Yankee�s shareholders,
as well as other customary closing conditions, including the
expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976. In the merger, Yankee
shareholders will receive $34.75 in cash for each share of Yankee
common stock they hold, subject to the terms and conditions of the
merger agreement. This price reflects a premium of more than 57% to
the closing price of the stock on July 25, 2006, the last trading
day prior to the Company�s announcement regarding its review of
strategic alternatives. Craig Rydin, Chairman and Chief Executive
Officer, said: �Consistent with its fiduciary obligations and in
consultation with its independent financial and legal advisors,
Yankee�s Board of Directors, after extensive negotiations and
careful consideration, concluded that this transaction was in the
best interest of our shareholders.� �We are delighted to partner
with Craig and Yankee Candle management to help build on Yankee�s
brand strength and to capitalize on the significant growth
opportunities ahead,� said Rob Selati, a managing director at MDP.
�We are extremely excited about the prospects of working with such
a powerful and differentiated multi-channel retailer and
wholesaler.� Lehman Brothers acted as financial advisor and Fried,
Frank, Harris, Shriver & Jacobson LLP acted as legal advisor to
Yankee and its Board of Directors in connection with its review of
strategic alternatives and with this transaction. Merrill Lynch
& Co. acted as financial advisor and Kirkland & Ellis acted
as legal advisor to MDP. Important Additional Information Regarding
The Merger Will Be Filed With The SEC In connection with the
proposed merger, The Yankee Candle Company, Inc. will file a proxy
statement with the Securities and Exchange Commission. INVESTORS
AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN
IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE MERGER AND THE PARTIES THERETO. Investors and security
holders may obtain a free copy of the proxy statement (when
available) and other documents filed by The Yankee Candle Company,
Inc. at the Securities and Exchange Commission�s web site at
http://www.sec.gov. The proxy statement and such other documents
may also be obtained for free from Yankee by directing such
requests to: The Yankee Candle Company, Inc. 16 Yankee Candle Way
South Deerfield, MA 01373 Attn: Chief Financial Officer Yankee and
its directors, executive officers and other members of its
management and employees may be deemed to be participants in the
solicitation of proxies from its stockholders in connection with
the proposed merger. Information concerning the interests of
Yankee�s participants in the solicitation, which may be different
than those of Yankee stockholders generally, is set forth in
Yankee�s proxy statements and Annual Reports on Form 10-K,
previously filed with the Securities and Exchange Commission, and
in the proxy statement relating to the merger when it becomes
available. About Yankee Candle The Yankee Candle Company, Inc. is
the leading designer, manufacturer, wholesaler and retailer of
premium scented candles, based on sales, in the giftware industry.
Yankee has a 36-year history of offering distinctive products and
marketing them as affordable luxuries and consumable gifts. The
Company sells its products through a North American wholesale
customer network of approximately 17,454 store locations, a growing
base of Company owned and operated retail stores (409 located in 42
states as of September 30, 2006, including 15 Illuminations
stores), direct mail catalogs, its Internet website
(www.yankeecandle.com), international distributors and to a
European wholesale customer network of approximately 2,428 store
locations (through its distribution center located in Bristol,
England). About Madison Dearborn Partners, LLC Madison Dearborn
Partners, based in Chicago, is one of the largest and most
experienced private equity investment firms in the United States.
MDP has approximately $14 billion of equity capital under
management, and makes new investments through its most recent fund
Madison Dearborn Capital Partners V, L.P., a $6.5 billion fund
raised in 2006. MDP focuses on management buyout transactions and
other private equity investments across a broad spectrum of
industries, including basic industries, communications, consumer,
financial services, and health care. For more information, please
visit the MDP website at www.mdcp.com. This press release contains
certain information constituting �forward-looking statements� for
purposes of the safe harbor provisions of The Private Securities
Litigation Reform Act of 1995. Forward-looking statements include
but are not limited to the statements contained herein with respect
to the proposed transaction, its expected time of consummation, any
impact of the proposed transaction on the Company�s financial and
operating results, and any other statements concerning the
Company�s or management�s plans, objectives, goals, strategies,
expectations, estimates, beliefs or projections, or any other
statements concerning future performance or events. Actual results
could differ materially from those indicated by these
forward-looking statements as a result of various risks and
uncertainties, including but not limited to the following: the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement; risks
associated with uncertainty as to whether the transaction will be
completed on the terms described herein; costs and potential
litigation associated with the transaction; the failure to obtain
stockholder approval or the failure to satisfy other conditions to
the completion of the merger, including the expiration of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976; the failure to obtain the necessary financing
arrangements set forth in commitment letters received in connection
with the merger; risks that the proposed transaction disrupts
current plans and operations and the potential difficulties in
employee retention as a result of the merger; the ability to
recognize the benefits of the merger; the amount of the costs,
fees, expenses and charges related to the merger; and the actual
terms of certain financings that will be obtained for the merger,
and other factors described or contained in the Company�s most
recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K
on file with the Securities and Exchange Commission. Any
forward-looking statements represent our views only as of today and
should not be relied upon as representing our views as of any
subsequent date. While we may elect to update certain
forward-looking statements at some point in the future, we
specifically disclaim any obligation to do so even if experience or
future events may cause the views contained in any forward-looking
statements to change. The Yankee Candle Company, Inc. ("Yankee" or
the "Company"; NYSE:YCC) today announced that it has entered into a
definitive merger agreement under which an affiliate of Madison
Dearborn Partners, LLC ("MDP"), a leading private equity investment
firm, will acquire all of the outstanding shares of Yankee for
approximately $1.4 billion in cash. The total value of the
transaction, including assumed debt, is approximately $1.7 billion.
The Board of Directors of Yankee has approved the merger agreement
and has resolved to recommend that Yankee's shareholders adopt the
agreement. The transaction, which is expected to close in the first
quarter of 2007, is subject to approval by Yankee's shareholders,
as well as other customary closing conditions, including the
expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976. In the merger, Yankee
shareholders will receive $34.75 in cash for each share of Yankee
common stock they hold, subject to the terms and conditions of the
merger agreement. This price reflects a premium of more than 57% to
the closing price of the stock on July 25, 2006, the last trading
day prior to the Company's announcement regarding its review of
strategic alternatives. Craig Rydin, Chairman and Chief Executive
Officer, said: "Consistent with its fiduciary obligations and in
consultation with its independent financial and legal advisors,
Yankee's Board of Directors, after extensive negotiations and
careful consideration, concluded that this transaction was in the
best interest of our shareholders." "We are delighted to partner
with Craig and Yankee Candle management to help build on Yankee's
brand strength and to capitalize on the significant growth
opportunities ahead," said Rob Selati, a managing director at MDP.
"We are extremely excited about the prospects of working with such
a powerful and differentiated multi-channel retailer and
wholesaler." Lehman Brothers acted as financial advisor and Fried,
Frank, Harris, Shriver & Jacobson LLP acted as legal advisor to
Yankee and its Board of Directors in connection with its review of
strategic alternatives and with this transaction. Merrill Lynch
& Co. acted as financial advisor and Kirkland & Ellis acted
as legal advisor to MDP. Important Additional Information Regarding
The Merger Will Be Filed With The SEC In connection with the
proposed merger, The Yankee Candle Company, Inc. will file a proxy
statement with the Securities and Exchange Commission. INVESTORS
AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN
IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE MERGER AND THE PARTIES THERETO. Investors and security
holders may obtain a free copy of the proxy statement (when
available) and other documents filed by The Yankee Candle Company,
Inc. at the Securities and Exchange Commission's web site at
http://www.sec.gov. The proxy statement and such other documents
may also be obtained for free from Yankee by directing such
requests to: -0- *T The Yankee Candle Company, Inc. 16 Yankee
Candle Way South Deerfield, MA 01373 Attn: Chief Financial Officer
*T Yankee and its directors, executive officers and other members
of its management and employees may be deemed to be participants in
the solicitation of proxies from its stockholders in connection
with the proposed merger. Information concerning the interests of
Yankee's participants in the solicitation, which may be different
than those of Yankee stockholders generally, is set forth in
Yankee's proxy statements and Annual Reports on Form 10-K,
previously filed with the Securities and Exchange Commission, and
in the proxy statement relating to the merger when it becomes
available. About Yankee Candle The Yankee Candle Company, Inc. is
the leading designer, manufacturer, wholesaler and retailer of
premium scented candles, based on sales, in the giftware industry.
Yankee has a 36-year history of offering distinctive products and
marketing them as affordable luxuries and consumable gifts. The
Company sells its products through a North American wholesale
customer network of approximately 17,454 store locations, a growing
base of Company owned and operated retail stores (409 located in 42
states as of September 30, 2006, including 15 Illuminations
stores), direct mail catalogs, its Internet website
(www.yankeecandle.com), international distributors and to a
European wholesale customer network of approximately 2,428 store
locations (through its distribution center located in Bristol,
England). About Madison Dearborn Partners, LLC Madison Dearborn
Partners, based in Chicago, is one of the largest and most
experienced private equity investment firms in the United States.
MDP has approximately $14 billion of equity capital under
management, and makes new investments through its most recent fund
Madison Dearborn Capital Partners V, L.P., a $6.5 billion fund
raised in 2006. MDP focuses on management buyout transactions and
other private equity investments across a broad spectrum of
industries, including basic industries, communications, consumer,
financial services, and health care. For more information, please
visit the MDP website at www.mdcp.com. This press release contains
certain information constituting "forward-looking statements" for
purposes of the safe harbor provisions of The Private Securities
Litigation Reform Act of 1995. Forward-looking statements include
but are not limited to the statements contained herein with respect
to the proposed transaction, its expected time of consummation, any
impact of the proposed transaction on the Company's financial and
operating results, and any other statements concerning the
Company's or management's plans, objectives, goals, strategies,
expectations, estimates, beliefs or projections, or any other
statements concerning future performance or events. Actual results
could differ materially from those indicated by these
forward-looking statements as a result of various risks and
uncertainties, including but not limited to the following: the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement; risks
associated with uncertainty as to whether the transaction will be
completed on the terms described herein; costs and potential
litigation associated with the transaction; the failure to obtain
stockholder approval or the failure to satisfy other conditions to
the completion of the merger, including the expiration of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976; the failure to obtain the necessary financing
arrangements set forth in commitment letters received in connection
with the merger; risks that the proposed transaction disrupts
current plans and operations and the potential difficulties in
employee retention as a result of the merger; the ability to
recognize the benefits of the merger; the amount of the costs,
fees, expenses and charges related to the merger; and the actual
terms of certain financings that will be obtained for the merger,
and other factors described or contained in the Company's most
recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K
on file with the Securities and Exchange Commission. Any
forward-looking statements represent our views only as of today and
should not be relied upon as representing our views as of any
subsequent date. While we may elect to update certain
forward-looking statements at some point in the future, we
specifically disclaim any obligation to do so even if experience or
future events may cause the views contained in any forward-looking
statements to change.
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