HOFFMAN ESTATES, Ill.,
April 8, 2019 /PRNewswire/ -- Sears
Hometown and Outlet Stores, Inc. ("our," "we," or the "Company")
(NASDAQ: SHOS) today announced that it received a proposal (the
"Proposal") during the evening on Friday,
April 5, from Transform Holdco LLC ("Transform"), an entity
affiliated with the Company's majority stockholder ESL Investments,
Inc. ("ESL"), to acquire all of the outstanding shares of the
Company's common stock not already owned by ESL and its affiliates
for a purchase price of $2.25 per
share.
The Board of Directors of the Company has granted a special
committee of independent directors the exclusive authority to
review and evaluate the Proposal and, if deemed advisable by the
special committee, to engage in discussions or negotiations
concerning the Proposal, or to reject the Proposal.
The special committee is composed of Kevin Longino, William
Phelan and David
Robbins. Mr. Robbins serves as chair of the special
committee. The special committee has retained PJ Solomon as
its financial advisor and Shearman & Sterling LLP as its legal
advisor.
The Proposal stated that Transform would only intend to proceed
with its Proposal if it is approved by the full Board of Directors
of the Company upon the recommendation of the special
committee.
Following the review of the Proposal by the special committee
and its advisors, the special committee concluded that a
transaction on the terms contemplated by the Proposal would not be
in the best interests of the Company's unaffiliated stockholders
and communicated that conclusion to representatives of
Transform. The parties are continuing discussions regarding
potential transactions between the parties.
The Company does not intend to comment on or disclose further
developments, if any, regarding the Proposal or such discussions
unless and until it deems further disclosure is appropriate or
required.
Forward-Looking Statements
This news release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
(the "forward-looking statements"), including statements regarding
the terms of a potential transaction. The forward-looking
statements are subject to significant risks and uncertainties that
may cause our actual results, performance, and achievements in the
future to be materially different from the future results, future
performance, and future achievements expressed or implied by the
forward-looking statements. The forward-looking statements are
based upon the current beliefs and expectations of our management
and should be read in conjunction with the other cautionary
statements, including "Risk Factors," that is included in our
Annual Report on Form 10-K for our fiscal year ended February 3, 2018, "Cautionary Statements
Regarding Forward-Looking and Other Information" that is included
in our Current Report on Form 8-K furnished March 29, 2019, and in our other filings with the
Securities and Exchange Commission and our other public
announcements. While we believe that our forecasts and
assumptions are reasonable, we caution that actual results may
differ materially. If one or more of these or other risks or
uncertainties materialize, or if our underlying assumptions prove
to be incorrect, actual results may vary materially from what we
projected. Consequently, actual events and results may vary
significantly from those included in or contemplated or implied by
our forward-looking statements. The forward-looking
statements included in this news release are made only as of the
date of this news release. We undertake no obligation to
publicly update or review any forward-looking statement made by us
or on our behalf, whether as a result of new information, future
developments, subsequent events or circumstances, or otherwise,
except as required by law.
INVESTOR RELATIONS CONTACT:
E. J. Bird
Senior Vice President and Chief Financial Officer
847-286-8700
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SOURCE Sears Hometown and Outlet Stores, Inc.