By Angela McDaniels
Seattle, Jan. 23 - Blair Corp. shareholder The Holtzman Opportunity Fund, LP and certain related entities are dissatisfied with Appleseed's Topco, Inc.'s merger price of $42.50 per share of Blair common stock, according to a schedule 13D filed with the Securities and Exchange Commission on Thursday.
"Although we applaud management's effort to increase shareholder value, we believe that the price of $42.50 per share is inadequate," Seymour Holtzman said on behalf of the Holtzman Fund in the filing.
The price is only 50 cents more than the $42 per share the company paid in July 2005 in a self-tender for 4.4 million shares at a total price of $184.8 million, Holtzman noted.
"We believe the Appleseed's transaction was pursued in a closed process without involving other potential suitors and is punctuated with Blair giving Appleseed's an unnecessary breakup fee with an inadequate window of time for other potential suitors to express their interest and perform due diligence.
"We want the process opened to all potential suitors, strategic or financial, and a fair price paid the shareholders."
Holtzman Opportunity Fund believes that Blair would be attractive to strategic and financial buyers, "especially given Blair's pristine balance sheet."
In 2005, Blair reported over $450 million in net sales, $49.1 million in pretax income and $31.5 million in net income, and tangible net worth was about $30 per share at the end of most recent quarter with no bank debt and a significant amount of owned property, according to the filing.
Seymour Holtzman, Evelyn Holtzman, Jewelcor Management, Inc., S.H. Holdings, Inc., Jewelcor Inc., Holtzman Opportunity Fund LP, SH Independence LLC and Holtzman Financial Advisors LLC - together, the Holtzman Opportunity Fund - own 196,800 shares of Blair stock, or 5.1% of the company's outstanding shares, and paid $6,366,940 for the shares.
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.
|
| Payment per share: | $42.50
|
| Announcement date: | Jan. 23
|
| Expected closing: | Spring
|
| Stock price for target: | AMEX: BL; $42.04 on Jan. 25
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