1-800 CONTACTS to Be Acquired by Fenway Partners
04 Junio 2007 - 9:01AM
PR Newswire (US)
DRAPER, Utah, June 4 /PRNewswire-FirstCall/ -- 1-800 CONTACTS, INC.
(NASDAQ:CTAC) (the "Company") today announced that it has entered
into a definitive merger agreement with affiliates of Fenway
Partners, LLC pursuant to which Fenway Partners will acquire 1-800
CONTACTS for $24.25 per share, representing a premium of
approximately 21 percent over the June 1, 2007 closing share price
of $20.08 and a premium of approximately 34 percent over the
average closing share price during the 30 trading days ending June
1, 2007. The total value of the transaction is approximately $340
million. (Logo:
http://www.newscom.com/cgi-bin/prnh/20040107/LACONTACTSLOGO )
Jonathan Coon, Chief Executive Officer of the Company, remarked,
"We believe this transaction with Fenway Partners is the right
decision for our stockholders, our Company, our employees, and our
customers. This transaction will not only provide significant
premium value for our stockholders, but will allow the Company to
pursue its long-term goals with the flexibility and long- term
focus of a private company." Tim Mayhew, Managing Director of
Fenway Partners, said, "1-800 CONTACTS is a terrific business that
fits well with our investment strategy. We look forward to working
with Jonathan Coon, Brian Bethers and the entire management team to
support the Company's growth." Brian Bethers, President of the
Company, added, "We also look forward to working with Fenway
Partners. They understand our business, share our commitment to
customer service, and support our investment in advertising for
growth." The Board of Directors of 1-800 CONTACTS, following the
recommendation of a Transactions Committee of independent
directors, has approved the merger agreement and recommends that
1-800 CONTACTS' stockholders approve the merger. The transaction is
subject to approval by 1-800 CONTACTS' stockholders, as well as
other customary closing conditions, including regulatory approvals.
The transaction is expected to close during the second half of
fiscal 2007. The transaction is not subject to a financing
condition nor is it subject to closing the Menicon or Mi Gwang
transactions (referenced in the Company's Current Report on Form
8-K filed June 1, 2007), although those transactions are expected
to close in June. Sonenshine Partners LLC and Goldman, Sachs &
Co. served as financial advisors to 1-800 CONTACTS' Board of
Directors in connection with this transaction, and Kirkland &
Ellis LLP acted as legal advisor to the Board of Directors. Ropes
& Gray LLP acted as legal advisor to Fenway Partners. J.P.
Morgan Securities Inc. and JPMorgan Chase Bank, N.A. have provided
commitments, subject to customary conditions, for the debt
financing for the transaction. 1-800 CONTACTS will file a Current
Report on Form 8-K, including a copy of the merger agreement, with
the U.S. Securities and Exchange Commission regarding this proposed
transaction. About 1-800 CONTACTS, INC. 1-800 CONTACTS offers
consumers an attractive alternative for obtaining replacement
contact lenses in terms of convenience, price, and speed of
delivery. Through its easy-to-remember, toll-free telephone number,
"1-800 CONTACTS" (1-800-266-8228), and its Internet web site,
http://www.1800contacts.com/, the Company sells all of the popular
brands of contact lenses. 1-800 CONTACTS offers products at
competitive prices, while delivering a high level of customer
service. About Fenway Partners, LLC Fenway Partners, LLC is a
middle market private equity firm with offices in New York and Los
Angeles and $1.7 billion under management. Fenway companies
typically have leading franchises and operate in two core industry
segments, branded consumer products and transportation/logistics.
With significant knowledge and success investing in these
industries, Fenway has built a strong reputation for its hands-on
approach to supporting its portfolio companies which include
sporting goods manufacturer Easton Bell Sports, school yearbook and
class ring manufacturer American Achievement, leading global
supplier of mobile computing cases and accessories Targus
International, expedited ground transportation provider Panther
Expedited Services and intermodal logistics service provider
RoadLink USA. For further information about Fenway Partners, please
visit http://www.fenwaypartners.com/. Forward-looking Statements
This press release contains a number of statements about the
Company's future business prospects which are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements include all
statements which are not purely historical and include, but are not
necessarily limited to, all statements relating in any way to the
proposed transaction with Fenway Partners; the anticipated closing
date of the transaction; the consideration to be paid by Fenway
Partners; and any anticipated benefits or consequences resulting
from the transaction. All such forward-looking statements are based
upon information available to the Company as of the date hereof,
and the Company disclaims any intention or obligation to update any
such forward-looking statements. Actual results could differ
materially from current expectations. Factors that could cause or
contribute to such differences include, among others, the risks and
uncertainties identified in the reports filed from time to time by
the Company with the U.S. Securities and Exchange Commission,
including the Company's most recent Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q. Information on the Company's
websites, other than the information specifically referenced in
this press release, shall not be deemed to be part of this press
release. Additional Information About the Merger 1-800 CONTACTS,
INC. will file with the Securities and Exchange Commission (the
"SEC"), and furnish to its stockholders, a proxy statement
soliciting proxies for the meeting of its stockholders to be called
with respect to the proposed merger between the Company and the
affiliates of Fenway Partners. 1- 800 CONTACTS STOCKHOLDERS ARE
ADVISED TO READ THE PROXY STATEMENT WHEN IT IS FINALIZED AND
DISTRIBUTED TO THEM BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
1-800 CONTACTS stockholders and other interested parties will be
able to obtain, without charge, a copy of the proxy statement (when
available) and other relevant documents filed with the SEC from the
SEC's website at http://www.sec.gov/. 1-800 CONTACTS stockholders
and other interested parties will also be able to obtain, without
charge, a copy of the proxy statement (when available) and other
relevant documents by directing a request by mail or telephone to
1-800 CONTACTS, INC., 66 E. Wadsworth Park Drive, Draper, Utah
84020, Attention: Corporate Secretary, telephone: (801) 316-5000,
or from the Company's website, http://www.1800contacts.com/. 1-800
CONTACTS and certain of its directors, executive officers and other
members of management and employees may, under SEC rules, be deemed
to be "participants" in the solicitation of proxies from
stockholders of 1-800 CONTACTS with respect to the proposed merger.
Information regarding the persons who may be considered
"participants" in the solicitation of proxies will be set forth in
the Company's proxy statement relating to the proposed merger when
it is filed with the SEC. Information regarding certain of these
persons and their beneficial ownership of 1-800 CONTACTS common
stock as of April 3, 2007 is also set forth in the Company's proxy
statement for its 2007 Annual Meeting of Stockholders, which was
filed with the SEC on April 17, 2007.
http://www.newscom.com/cgi-bin/prnh/20040107/LACONTACTSLOGODATASOURCE:
1-800 CONTACTS, INC. CONTACT: Brian W. Bethers, President or Robert
G. Hunter, CFO, both of 1-800 CONTACTS, INC., +1-801-316-5000, ; or
Anna Cordasco or Brooke Morganstein, both of Sard Verbinnen &
Co., +1-212-687-8080, for Fenway Partners Web site:
http://www.contacts.com/
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