By Angela McDaniels
Seattle, Jan. 23 - Blair Corp. has entered into a definitive merger agreement under which Appleseed's Topco, Inc. will acquire all of Blair's outstanding common shares for $42.50 per share, according to a Blair news release.
The purchase price represents a premium of about 23.6% to the average closing price of Blair's common stock over the past four weeks, and the total transaction value is $173.6 million.
Following the close of the transaction, Blair will operate as a wholly owned subsidiary of Appleseed's. It is expected that the combined entity will have annual revenue of more than $1.1 billion, according to the release.
"After careful consideration, in conjunction with our independent advisers, we have concluded that this transaction is in the best interest of our shareholders," Craig Johnson, chairman of the board of Blair, said in the release.
"This transaction, which will make Blair a private company, will provide greater resources to accomplish the company's long-term goals."
The transaction was unanimously approved by Blair's board of directors on Tuesday and is anticipated to close in the spring.
The merger is subject to the approval of Blair's shareholders and other closing conditions, including regulatory review. Under the agreement, Blair may solicit additional proposals for 30 days following this announcement and said it plans to do so.
Stephens Inc. was financial adviser to Blair, Patton Boggs LLP was legal adviser to Blair, and Kirkland & Ellis served as legal adviser to Appleseed's.
Blair is based in Warren, Pa., and sells apparel and home products through direct mail marketing and the internet.
Appleseed's is marketer of apparel and home products focused on customers over the age of 50. It is a portfolio company of San Francisco-based private equity firm Golden Gate Capital.
| Acquirer: | Appleseed's Topco, Inc.
|
| Target: | Blair Corp.
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| Payment per share: | $42.50
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| Announcement date: | Jan. 23
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| Expected closing: | Spring
|
| Stock price for target: | Amex: BL; $41.86 on Jan. 23
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