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American Greetings Announces Definitive Acquisition Agreement

Stocks in this article: AM

CLEVELAND, April 1, 2013 /PRNewswire/ -- American Greetings Corporation (NYSE: AM) (the "Company" or "American Greetings") announced today that it has signed a definitive agreement under which a newly organized entity owned by the Weiss Family, including the Company's Chairman, Morry Weiss; Director and Chief Executive Officer, Zev Weiss; and Director, President and Chief Operating Officer, Jeffrey Weiss and related persons and entities, will acquire the Company. 

Under the agreement, American Greetings Class A and Class B shareholders, excluding the Weiss Family and related entities, will receive $18.20 per share in cash, and, if declared by the Board of Directors, one regular quarterly dividend of $0.15 per share declared and payable in a manner consistent with the Company's past practice.  If the transaction closed in July 2013, the targeted closing date, the total cash amount shareholders would receive would be $18.35 per share.  The total value of the transaction is approximately $878 million, including the assumption of the Company's 7⅜% notes due 2021, which will remain outstanding after the transaction, the repayment of borrowings under the company's revolving credit facility and the settlement of stock options not held by the Weiss Family. 

The $18.20 per share price represents a premium of 26.9% over the trading price for Class A shares on September 25, 2012, the date on which the Weiss Family initially proposed to acquire the Company, and a premium of 13.0% over the closing trading price on March 28, 2013. 

The transaction will be financed through a combination of the contributions of the American Greetings shares owned by the Weiss Family, cash funded by a $240 million non-voting preferred stock investment committed by Koch AG Investment, LLC, a subsidiary of Koch Industries Inc., and $600 million in committed debt financing, consisting of a $400 million term loan and a $200 million revolving credit facility, and cash on hand.  The senior lender group consists of Bank of America, N.A., Deutsche Bank AG New York Branch, KeyBank National Association, Macquarie Capital USA, Inc. and PNC Bank National Association (listed alphabetically). 

The American Greetings Board of Directors formed a Special Committee of independent directors after the Weiss Family first expressed its interest in a possible transaction last September.  The Special Committee was charged by the Board with conducting a process intended to examine the Weiss Family's proposal and explore alternatives, and ensure that the terms of any transaction were fair, if any agreement was reached.  The Special Committee completed a review of the proposal, considered alternatives, negotiated the price and other transaction terms with the Weiss Family, and concluded unanimously that the transaction with the Weiss Family was fair and in the best interests of the Company's public shareholders (other than the Weiss Family shareholders). Based in part on the unanimous recommendation of the Special Committee, the agreement was also approved unanimously by the other independent members of the Board. Members of the Weiss Family did not participate in the deliberations of the Special Committee and recused themselves from the vote of the Board of Directors.

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