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99 Cents Only Stores(R) Announces Receipt of a 'Going Private' Proposal at $19.09 Per Share
99 Cents Only Stores(R) Announces Receipt of a 'Going Private' Proposal at $19.09
Per Share
CITY OF COMMERCE, Calif., March 11, 2011 /PRNewswire via COMTEX/ -- 99 Cents Only
Stores(R) (NDN) (the "Company") today announced that its board of directors has
received a proposal from members of the Schiffer/Gold family, together with
Leonard Green & Partners, L.P. ("LGP"), to acquire the Company in a "going
private" transaction for $19.09 per share in cash. The Schiffer/Gold family owns
approximately 33% of the Company's outstanding common stock, and the letter
states that they are prepared to contribute a substantial portion of their
existing Company stock ownership as part of the proposed transaction.
The proposal letter states that it is not a binding commitment or obligation on
the part of the Schiffer/Gold family or LGP. It also states that any transaction
would be subject to: (a) completion of due diligence, including financial, legal,
accounting and tax diligence; (b) receipt of financing commitments with respect
to the financing necessary to complete the proposed transaction; (c) negotiation
of a satisfactory acquisition agreement with customary terms and conditions; (d)
reaching agreement among members of the Schiffer/Gold family and LGP with respect
to the terms of a shareholders' agreement; and (e) reaching agreements with the
management of the Company with respect to their ongoing roles as managers of the
Company. It also states that the Schiffer/Gold family has not made any commitment
of exclusivity with LGP relating to a transaction.
The board of directors cautions the Company's shareholders and others considering
trading in its securities that it has only received the proposal and it has not
yet been evaluated. There can be no assurance that any definitive offer will be
made, that any agreement will be executed or that this or any other transaction
will be approved or consummated. The board of directors expects to form a special
committee of independent directors to consider the proposal. The committee would
retain independent financial advisors and legal counsel to assist it in its work.
About 99 Cents Only Stores(R)
Founded in 1982, 99 Cents Only Stores(R) currently operates 283 extreme value
retail stores consisting of 210 stores in California, 34 in Texas, 27 in Arizona,
and 12 in Nevada. 99 Cents Only Stores(R) emphasizes quality name-brand
consumables, priced at an excellent value, in convenient, attractively
merchandised stores. Over half of the Company's sales come from food and
beverages, including produce, dairy, deli and frozen foods, along with organic
and gourmet foods. The Company's New York Stock Exchange symbol is NDN.
Forward Looking Statements
This press release contains statements that are forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on current expectations about future events. These
statements are not guarantees of future events and involve risks, uncertainties
and assumptions that are difficult to predict. Therefore, actual events may
differ materially from what is expressed in such forward-looking statements due
to numerous factors. These include the uncertainties set forth in this press
release regarding whether an acquisition of the Company will be consummated upon
the terms proposed by the Schiffer/Gold family and LGP, or at all. Further
information and risks regarding factors that could affect our business,
operations, financial results or financial positions are discussed from time to
time in the Company's Securities and Exchange Commission filings and reports. The
shareholders of the Company and other readers are cautioned not to put undue
reliance on any forward-looking statements. The Company undertakes no obligation
to publicly update any forward-looking statements, whether as a result of new
information, future events or otherwise.
SOURCE 99 Cents Only Stores
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