16.06.2008 21:35:00
|
Pier 1 Imports Responds to Cost Plus Announcement
Pier 1 Imports, Inc. (NYSE: PIR) today issued the following statement in
response to the announcement by Cost Plus, Inc. (NASDAQ: CPWM) regarding
Pier 1 Imports’ proposal to acquire all the
outstanding shares of Cost Plus.
"We are disappointed in the Cost Plus Board’s
recommendation, which fails to recognize the significant value inherent
in a combination of our two companies,” said
Alex W. Smith, President and Chief Executive Officer of Pier 1 Imports. "Our
strategic stock-for-stock proposal is extremely compelling, and we
believe that it would create significant value for the stakeholders of
both companies. We are surprised that the Cost Plus Board determined
that our proposal was not in the best interests of the Cost Plus
shareholders – given that the Cost Plus Board
and management have made no effort to discuss with us the potential and
benefits of a mutually acceptable transaction. In addition, as
originally outlined, our proposal is subject to only limited conditions
that are customary for transactions of this type, which are confirmatory
due diligence, the negotiation of a definitive acquisition agreement and
the receipt of all necessary shareholder and regulatory approvals.
Nevertheless, we intend to work directly with the shareholders of Cost
Plus to make this transaction a reality.”
Pier 1 Imports believes that its proposal provides full and fair value
to Cost Plus shareholders and is compelling for many reasons, including:
Significant Synergies.
Over the last year, management of Pier 1 Imports has achieved
approximately $160 million in cost savings as a result of its efforts
to reduce marketing expenses, payroll and other general administrative
costs. Based on publicly available information, and Pier 1 Imports’
expectation of the benefits of a Pier 1 Imports-Cost Plus combination,
Pier 1 Imports believes that it can achieve additional cost savings in
the range of 5% of sales of Cost Plus (approximately $50 million),
which is consistent with comparable retail transactions. Estimates of
these potential cost synergies are anticipated to come from
organizational efficiencies in the supply chain management, shared
services, store operations and other general administrative costs. In
addition, Pier 1 Imports believes its committed $450 million
asset-based lending facility will provide the combined company
sufficient operational liquidity to execute effectively, especially in
this difficult retail environment.
Compelling Upside of Combination.
By virtue of Pier 1 Imports’
stock-for-stock transaction proposal, Cost Plus shareholders would
have the opportunity to participate in the significant potential
upside of the combined company. Pier 1 Imports and Cost Plus are
highly complementary given their similar customer bases and broadly
similar business models, but distinct market positions. The
combination is expected to result in improvements in Cost Plus’
operating margins, providing an opportunity for Cost Plus shareholders
not only to participate in the turnaround of Cost Plus’
business, but also to reap the benefits of a larger, more efficient
company that has the potential to once again achieve the companies’
historically high operating margins. In addition, the combination
would result in improved operational liquidity for Cost Plus, as well
as a more liquid and active trading market for Cost Plus shares.
Pier 1 Imports’
Solid Execution Track Record. Pier 1 Imports has made
significant progress since its current management team was augmented
in 2007, while Cost Plus results have continued to deteriorate through
multiple management changes to date. As a result, Pier 1 Imports
believes that the Cost Plus stock price has declined precipitously as
it has struggled unsuccessfully to restructure its business. In
contrast, the Pier 1 Imports stock has retained its value in the face
of the same challenging environment. In fact, over the last six
months, and prior to Pier 1 Imports’
proposal to acquire Cost Plus, the Pier 1 Imports stock price has
appreciated 64.7%, while Cost Plus’ stock
price has declined 13.1%. With experience operating multi-divisional
companies, the Pier 1 Imports senior management team is well equipped
to implement a speedy turnaround at Cost Plus.
On June 9, 2008, Pier 1 Imports announced its proposal to acquire all
the outstanding shares of Cost Plus common stock in a strategic
stock-for-stock transaction. Under the terms of the proposal, Pier 1
Imports would issue 0.6000 shares of its common stock for each share of
Cost Plus common stock. Based on the closing prices of Pier 1 Imports
and Cost Plus on June 6, 2008, the proposed exchange ratio implied a
value of $4.00 for each share of Cost Plus common stock. The proposal
represented a premium of approximately 31% over the Cost Plus closing
price on June 6, 2008.
JPMorgan is acting as financial advisor to Pier 1 Imports, and Gibson,
Dunn & Crutcher LLP and Bracewell & Giuliani LLP are acting as legal
counsel.
About Pier 1 Imports, Inc.
Pier 1 Imports is the original global importer and is North America’s
largest specialty retailer of imported decorative home furnishings and
gifts. Additional information about Pier 1 Imports is available on www.pier1.com.
Safe Harbor Statement
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation of any
vote or approval. If a transaction is agreed upon or an offer to
exchange shares of Pier 1 Imports, Inc.’s
common stock for shares of Cost Plus, Inc.’s
common stock is commenced, Pier 1 Imports will file any forms, notices
and other relevant documents concerning such proposed transaction with
the SEC as required under state and federal law. INVESTORS AND OTHER
SECURITY HOLDERS OF COST PLUS ARE URGED TO READ ANY SUCH FORMS, NOTICES
AND OTHER DOCUMENTS IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION.
You will be able to obtain any such forms, notices or other documents
(if and when they become available) and any other documents filed with
the SEC free of charge at the SEC’s website, www.sec.gov.
Free copies of any such forms, notices or other documents can also be
obtained by directing a request to the Investor Relations Department,
Pier 1 Imports, Inc., 100 Pier 1 Place, Fort Worth, Texas 76102.
Pier 1 Imports and its directors and executive officers and other
persons may be deemed to be participants in the solicitation of proxies
in respect of the proposed transaction. Information regarding the
directors and executive officers of Pier 1 Imports is available in its
Annual Report on Form 10 K for the year ended March 1, 2008, which was
filed with the SEC on May 7, 2008, and its proxy statement for its 2008
annual meeting of shareholders, which was filed with the SEC on May 9,
2008. Other information regarding participants in any proxy solicitation
and a description of their direct and indirect interests, by security
holdings or otherwise, will be contained in any prospectus/proxy
statement filed in connection with a proposed transaction.
This communication contains "forward-looking
statements” within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act of
1995, as amended, and the rules promulgated pursuant to the Securities
Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended. Generally, the words "will," "may," "should," "continue,"
"believes," "expects," "intends," "anticipates" or similar expressions
identify forward-looking statements. Because forward-looking statements
are subject to risks and uncertainties, actual results may differ
materially from those expressed in or implied by such forward-looking
statements. Factors that could cause actual results to differ materially
from those contemplated by the forward-looking statements include, among
others, the following factors: cost savings expected to result from the
proposed acquisition may not be fully realized or realized within the
expected time frame; operating results following the proposed
acquisition may be lower than expected; competitive pressure among
specialty home furnishings retailers may increase significantly; costs
or difficulties related to the integration of the businesses of Pier 1
Imports and Cost Plus may be greater than expected; changes in the
market price of Pier 1 Imports’ common stock
between the date hereof and the date that the value of Pier 1 Imports’
common stock is determined for purchase accounting purposes could result
in the recognition of higher levels of goodwill and other intangible
assets; general economic conditions, whether nationally or in the market
areas in which Pier 1 Imports and Cost Plus conduct business, may be
less favorable than expected; and adverse changes may occur in the
securities markets. The businesses of Pier 1 Imports and Cost Plus are
also subject to a number of other risks that are set forth in the "Risk
Factors," "Legal Proceedings" and "Management’s
Discussion and Analysis of Financial Condition and Results of
Operations" sections of, and elsewhere in, the SEC filings of Pier 1
Imports, Inc. and Cost Plus, Inc. copies of which may be obtained by
contacting the investor relations departments of each company or from
their respective websites: www.pier1.com
and www.worldmarket.com. Many
of the factors that will determine the outcome of the subject matter of
this communication are beyond Pier 1 Imports’
and Cost Plus' ability to control or predict. All information in this
communication is as of June 16, 2008. Pier 1 Imports undertakes no
obligation to release publicly the results of any revisions to these
forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
Der finanzen.at Ratgeber für Aktien!
Wenn Sie mehr über das Thema Aktien erfahren wollen, finden Sie in unserem Ratgeber viele interessante Artikel dazu!
Jetzt informieren!
Wenn Sie mehr über das Thema Aktien erfahren wollen, finden Sie in unserem Ratgeber viele interessante Artikel dazu!
Jetzt informieren!
JETZT DEVISEN-CFDS MIT BIS ZU HEBEL 30 HANDELN
Handeln Sie Devisen-CFDs mit kleinen Spreads. Mit nur 100 € können Sie mit der Wirkung von 3.000 Euro Kapital handeln.
82% der Kleinanlegerkonten verlieren Geld beim CFD-Handel mit diesem Anbieter. Sie sollten überlegen, ob Sie es sich leisten können, das hohe Risiko einzugehen, Ihr Geld zu verlieren.
Nachrichten zu Pier 1 Imports Inc.mehr Nachrichten
Keine Nachrichten verfügbar. |