Product developer and specialty retail company Brookstone 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.
Murdok | Breaking eBusiness News
Your source for investigative ebusiness reporting and breaking news.
