Leading Australian Private Equity Firm Signs Agreement to Acquire Barbeques Galore for Approximately US$45 Million in Cash
10 Août 2005 - 4:52PM
Business Wire
Barbeques Galore Limited (NASDAQ:BBQZ) today announced it has
signed an agreement for a proposed transaction with Ironbridge
Capital, a leading Australian private equity firm, to acquire all
the outstanding shares and options in the company in a cash
transaction valued at approximately US$45 million. The agreement
provides that the shareholders of Barbeques Galore will be offered
$13.00 per share cash in Australian dollars, equal to $9.91 per
share in U.S. dollars, based on present currency exchange rates,
and representing a 92% premium over the August 9, 2005 closing
stock price of US$5.15 per share. The option holders will receive
an equivalent amount less their option exercise price. Barbeques
Galore has 4,246,091 shares and 494,290 options outstanding. The
proposed transaction has the unanimous support of the Barbeques
Galore Limited Board of Directors in the absence of an offer on
more favorable terms, and subject to independent experts finding
that the transaction is in the best interests of shareholders The
proposed transaction is subject to the consent of a simple majority
in the number of shareholders voting in person or by proxy
representing 75% in value of the shares voted. It is also subject
to the approval of the Federal Court of Australia, customary
regulatory approvals in the United States and Australia and the
fulfillment of certain financial and other conditions. Barbeques
Galore confirmed that it has appointed independent experts in both
Australia and the United States who will provide fairness opinions.
In support of the proposed transaction, three of the executive
directors, Sam Linz, Robert Gavshon and Sydney Selati, have, out of
their own shareholdings, granted Ironbridge an option at A$13 per
share to acquire 19.99% of the shares in the company. Barbeques
Galore has also signed a break-fee arrangement with Ironbridge
Capital as part of the agreement. The company said it anticipates
mailing details of the transaction, including reports from the
independent experts and a proxy statement to shareholders in early
September, and the company expects to hold a special shareholders'
meeting approximately four weeks later, with completion planned for
mid-October. Upon completion of the proposed transaction, Barbeques
Galore will seek to delist itself from NASDAQ. The current
Executive Chairman Sam Linz, Executive Deputy Chairman Robert
Gavshon and Sydney Selati, Chairman, Barbeques Galore U.S.A., will
cease employment but make themselves available to the company if
required . "The Board believes this transaction provides a good
return to our shareholders and also benefits the company and its
employees," Linz said. "Barbeques Galore has become a household
name in Australia and has significant expansion potential in the
United States." Ironbridge Capital is based in Sydney, Australia
and is a leading independent Australian private equity manager with
approximately A$450 million currently under management. The firm
typically invests A$25 to A$75 million in each transaction,
focusing on businesses with market-leading positions and strong
growth potential. Barbeques Galore is the leading chain of
specialty retail stores devoted to sales of barbecues, backyard
accents, fireside products and related accessories. The company now
owns and operates 68 stores in the U.S. and 44 stores in Australia.
In addition, it has seven franchised stores in the U.S. and 48
licensed stores in Australia. Through its U.S. e-commerce Web site,
www.bbqgalore.com, the company sells an extensive line of barbecue
and fireside products and related accessories. This press release
contains forward looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Specifically,
without limitation, forward looking statements include completion
of the proposed transaction under which Barbeques Galore will be
acquired, the timing of such transaction, and the proposed
transaction price. Forward looking statements are based on
management's current expectations and beliefs, and are subject to
risks and uncertainties. Accordingly, actual results may differ
materially from the forward-looking statements contained herein.
Risks that relate to these forward looking statements include the
risk that the transaction will not receive the required shareholder
approval and the risk that the transaction will otherwise not be
completed. Further detailed information about risk factors that may
impact our business is set forth in our periodic filings with the
U.S. Securities and Exchange Commission. Barbeques Galore expressly
disclaims any obligation to update or alter its forward-looking
statements, whether as a result of new information, future events
or otherwise.
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