American Greetings Announces Definitive Acquisition Agreement
Zev Weiss, the Company's CEO, 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."
Jeffrey Weiss, the Company's President and Chief Operating Officer, said, "We are excited to be able to lead the Company into the next chapter of its history. 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."
Completion of the transaction is subject to certain closing conditions, including receipt of the financing pursuant to the commitments described above, shareholder approval and other customary conditions. In addition, the closing of the merger is subject to a condition that the holders of a majority of all outstanding shares not held by the Weiss Family or by any director or executive officer of the Company or any of its subsidiaries approve the merger.
Further information regarding the terms and conditions in the definitive agreement, will be contained in a Current Report on Form 8-K which will be filed promptly with the SEC.Peter J. Solomon Company, L.P. is acting as financial advisor and Sullivan & Cromwell LLP is acting as legal advisor to the Special Committee of American Greetings' Board of Directors. Baker & Hostetler LLP is acting as legal advisor to American Greetings. KeyBanc Capital Markets and Macquarie Capital are acting as preferred stock placement agents to the Weiss Family, KeyBanc Capital Markets is acting as financial advisor to the Weiss Family, and Jones Day is providing legal counsel to the Weiss Family. Latham & Watkins LLP is providing legal counsel to Koch AG Investment. About American Greetings Corporation
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