American Greetings Corporation (NYSE: AM) announced on Monday that it agreed to be taken private by its founders (the Weiss family) in deal estimated at $878 million.
Shares of Cleveland Ohio-based Company, which describes itself as “social expression” Products Company leaped more than 10% after the announcement.
The Weiss family, which include Morry Weiss, the Chairman, son Zev, the Chief executive and Jeffrey , the President and chief operating officer, , will pay $18.20 a share to non-family shareholders along with a cash dividend of 15 cents a share– should the deal is approved by the board.
The deal represents a premium of 13% over the closing price of the stock as of Thursday and a premium of 27% over the closing price of the stock on September 27, when the Weiss family announced it was contemplating to take the company private.
While the Weiss family will use thier shares for the transaction, Koch AG Investment, a subsidiary of the conglomerate Koch Industries will fund the deal. The Private equity firm has committed $240 million nonvoting preferred stock investment for the transaction. In addition, the buyout group will also get $600 million in committed debt financing that includes $400 million term loan and a $200 million revolving credit facility, along with cash in hand.
Following Weiss family’s decision to take the company private, the board made a special committee to evaluate the offer and consider other alternatives. The Weiss family wasn’t included in the evaluation process.
“ (The Special committee )concluded unanimously that the transaction with the Weiss family was fair and in the best interests of the company’s public shareholders (excluding the Weiss family),” American Greetings Corporation in a statement on Monday.
while American Greetings was advised by the law firm Baker & Hostetler, the special committee of the board was advised by the law firm Sullivan & Cromwell and the Peter J. Solomon Company.
The Weiss family was advised by the law firm KeyBanc capital Markets and law firm Sullivan and Cromwell, Koch AG Investment received legal advice from Latham & Watkins.
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