Acquirer Sweetens ShopKo Deal
By Staff -- Home Textiles Today, 9/12/2005
Green Bay, Wis. —ShopKo Stores and its would-be acquirer, affiliates of Goldner, Hawn, Johnson & Morrison, have raised the purchase price of ShopKo shares after a number of interested parties let their disapproval of the proposed $24 per-share purchase price be known.
Goldner Hawn now proposes to pay $25 per share for the company. Additionally, the proposed acquirer has relinquished its right to match any superior offer. ShopKo, in turn, has agreed to reimburse the firm a maximum of $13.5 million of its third-party out-of-pocket transaction fees and expenses if shareholders do not approve the amended merger agreement or if the transaction is not completed by Nov. 1 — half the originally proposed amount.
ShopKo's board of directors gave the green light to the amended proposal upon unanimous recommendation of a special committee of “disinterested and independent directors.”
Merrill Lynch, financial advisors to the special committee, issued an opinion that, as of Sept. 9, the merger consideration of $25 per share “is fair, from a financial point of view, to the unaffiliated ShopKo shareholders.”
The proposed shareholder vote meeting on Sept. 14 will be convened and immediately adjourned until a later date, according to the company. “The planned adjournment will provide time for ShopKo to comply with its obligations under the federal securities laws by preparing and filing additional proxy materials with the SEC, and allow ShopKo shareholders sufficient time to review the additional proxy materials and to consider and vote upon the merger agreement,” stated ShopKo.
No new date has yet been set.
