By Lisa Kerner
Charlotte, N.C., Sept. 18 - AAH Holding Corp. agreed to acquire Factory Card & Party Outlet Corp. in an all-cash transaction valued at about $72 million including debt. Both companies' boards of directors have approved the transaction, which gives Factory Card shareholders $16.50 per share.
AAH will begin a cash tender offer for the outstanding shares within10 business days, according to a company news release. The tender offer is not conditioned upon financing and the transaction will close following the offer and approvals.
A $2 million termination fee is included in the agreement, payable by Factory Card.
"This offer creates outstanding value for our shareholders and enables our management and talented associates to continue our successful retailing strategy," Factory Card president and chief executive officer Gary Rada said in the release.
"We are especially pleased that we have the opportunity to build upon these assets as we join an entity that understands the party supply industry and can bring us extensive creative solutions, sourcing expertise and financial resources to further grow our business."
Factory Card, a Naperville, Ill., specialty retailer, was advised by Sonnenschein Nath & Rosenthal LLP and Goldsmith Agio Helms/Lazard Middle Market. AAH was advised by Ropes & Gray LLP.
AAH designs, manufactures and distributes party goods. The Elmsford, N.Y.-based company is owned by Berkshire Partners, Weston Presidio and AAH management.
| Acquirer: | AAH Holding Corp.
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| Target: | Factory Card & Party Outlet Corp.
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| Transaction value: | $72 million
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| Price per share: | $16.50
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| Announcement date: | Sept. 18
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| Expected closing: | Upon approvals
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| Stock price for target: | Nasdaq: FCPO: $8.05 on Sept. 17
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