Here's one to watch: CTLG
Monday April 30, 11:17 am Eastern Time
Press Release
SOURCE: Specialty Catalog Corp.
Specialty Catalog Receives Acquisition Proposal from a Substantial Shareholder
SOUTH EASTON, Mass., April 30 /PRNewswire/ -- SPECIALTY CATALOG CORP. (Nasdaq: CTLG - news) today announced that Guy Naggar, a British investor and substantial shareholder of the company, has submitted a final proposal to acquire for cash, through merger, all of the issued and outstanding shares of common stock of the company, other than his shares and the shares of others who may join him, for $3.75 a share. Mr. Naggar, together with certain of Mr. Naggar's family trusts, currently holds approximately twenty-nine percent of the issued and outstanding shares of the common stock of the company. In addition, other shareholders, members of management and members of the board may join Mr. Naggar in the proposal.
This proposal follows discussions between an independent committee of the board and Mr. Naggar. The board formed
this independent committee to consider any proposal from Mr. Naggar as a result of Mr. Naggar's indication at a
meeting of the board on April 18, 2001, that he was prepared to make a proposal to the company. Mr. Naggar filed an
amended Schedule 13D (Amendment No. 2) with the SEC on April 25, 2001. The independent committee is currently
considering Mr. Naggar's proposal.
The proposal is conditioned on, among other things, the signing of a definitive merger agreement and the receipt of a fairness opinion by the independent committee from its independent financial advisor no later than Friday May 4, 2001.
The proposal represents a forty-three percent premium to the $2.63 closing share price on April 24, 2001, which was the day before Mr. Naggar's Schedule 13D filing, and a twenty-three percent premium to Friday's closing price of $3.05.
Specialty Catalog Corp. is a direct marketer targeting niche consumer product categories through a variety of catalogs
and web sites. The company is the leading U.S. retailer of women's wigs and hairpieces through its Paula Young catalog
and web site. The company also offers African-American women a broad selection of quality wigs, hairpieces, apparel
and related products through its Especially Yours catalog and web site. Through its subsidiary, Daxbourne International Limited, the company is a leading retailer and wholesaler of women's wigs and hairpieces in the United Kingdom. The company also markets continuing education courses to nurses and CPAs under its Western Schools brand, and markets seminars and conferences to nurses and other healthcare professionals under its American Healthcare Institute brand.
Statements contained in this press release not historical in nature are ``forward-looking statements'' as provided by the
Private Securities Reform Litigation Act of 1995. Such statements are subject to a variety of risks and uncertainties. There are a number of factors that could cause the Company's actual results to differ materially from those expressed in, or suggested by, any forward-looking statements made by the Company. The factors include, but are not limited to, the Company's ability to comply with the conditions of Mr. Naggar's proposal, as reference above. Risk factors also include, but are not limited to: the Company's ability to achieve its revenue goals which are dependent on the effectiveness of the Company's catalogs and marketing and advertising programs; the Company's ability to effectively manage its costs and expenses which are affected by, among other items, changes in postal rates, paper prices and media costs; the Company's pursuit of new branding strategies and growth opportunities, including acquisitions and assimilation of acquired companies; changes in the Company's management team; and the Company's implementation of new information systems. The factors also include, but again are not limited to, those risks set forth in the Company's Annual Report on Form 10-K, periodic reports on Form 10-Q and other filings made with the Securities and Exchange Commission.
VISIT OUR WEB SITES AT: www.ctlg.com, www.paulayoung.com, www.wig.com, www.especiallyyours.com,
www.westernschools.com and www.AH-online.com.
COMPANY CONTACT:
Thomas McCain, SVP & CFO
508-238-0199 |
