American Greetings Corporation (NYSE:AM) signed a definitive agreement with a new entity created by the Weiss Family, to acquire and take the greeting card company private for $878 million including the assumption of 7? % notes due in 2021. The Weiss Family and related entities also agreed to assume the repayment of borrowings under the company’s revolving credit facility and the settlement of stock options they do not held.
According to the company, all the Class A and Class B shareholders of American Greetings Corporation (NYSE:AM) will receive $18.20 per share in cash. They will also receive a one regular quarterly dividend of $0.15 per share if declared by the board of directors of the company. The Weiss Family and other related entities including American Greetings chairman Morry Weiss, CEO Zev Weiss, president and COO Jeffrey Weis and other related persons and entities are excluded from receiving payments for their stockholdings.
The shareholders of American Greetings Corporation (NYSE:AM) would receive a total amount of $18.35 per share if the deal is completed by July this year. According to the company, the acquisition price at $18.20 per share represents a 13 percent premium over the closing price of the company’s Class A shares on March 28.
The Weiss Family initially proposed to acquire the company On September 25, 2012. The board of directors of the company created a Special Committee to evaluate the proposal of the Weiss Family and to explore other options, and to ensure the fairness of any agreement. The Special Committee believed and concluded that the proposal of the Weiss family was fair and in the best interest of the shareholders of American Greetings Corporation (NYSE:AM).
In a statement, American Greetings CEO, Zev Weiss said, “The family believes the transaction is a win for all concerned, including public shareholders. The negotiations with the Special Committee and its advisors were vigorous and arm’s length, but we’re pleased that we were able to come to an agreement that properly respects all parties’ interests.”
American Greetings president and COO Jeffrey Weiss added, “The transaction returns the company to private ownership in a way that we believe enables the company to continue to serve the interests of its customers, employees, suppliers and the communities in which it operates as it has for over a century.”
The Weiss Family will use their stockholdings in the company to finance the transaction including a $240 million non-voting preferred stock investment committed by Koch AG Investment and $600 million committed debt financing from Bank of America Corp (NYSE:BAC), Deutsche Bank AG (ETR:DBK) (FRA:DBK) (NYSE:DB), KeyBank National Association, Macquarie Capital USA, Inc. and PNC Bank National Association.