American Greetings Announces Formation of Special Committee of Board of Directors and Retention of Advisors
CLEVELAND, Oct. 19, 2012 /PRNewswire/ -- American Greetings Corporation (AM) (the "Company") announced today that its board of directors has formed a special committee of independent directors (the "Special Committee") to consider, among other things, the proposal made on September 25, 2012 by members of the Weiss family and certain related parties (collectively, the "Weiss Family"). The proposal contemplates the Weiss Family acquiring all the outstanding Class A and Class B common shares of the Company not currently owned by them for $17.18 per share in cash. The Special Committee is also authorized to review and evaluate other options available to the Company.
The Special Committee members are Dr. Scott S. Cowen (chair), William E. MacDonald, III, Michael J. Merriman, Jr. and Jeffrey D. Dunn.
The Special Committee has retained Peter J. Solomon Company as financial advisor and Sullivan & Cromwell LLP as legal counsel.
The Company's shareholders and others considering trading in its securities are cautioned no decision has been made with respect to the Company's response to the proposal. There can be no assurance any definitive, binding offer will be made, any agreement will be executed or the transaction contemplated in the proposal or any other transaction will be approved or consummated.
About American Greetings Corporation
For more than 100 years, American Greetings Corporation has been a creator and manufacturer of innovative social expression products that assist consumers in enhancing their relationships to create happiness, laughter and love. The Company's major greeting card lines are American Greetings, Carlton Cards, Gibson, Recycled Paper Greetings and Papyrus, and other paper product offerings include DesignWare party goods and American Greetings and Plus Mark gift-packaging and boxed cards. The Company also has one of the largest collections of greetings on the Web, including greeting cards available at Cardstore.com and electronic greeting cards available at AmericanGreetings.com. In addition to its product lines, the Company creates and licenses popular character brands through the American Greetings Properties group. Headquartered in Cleveland, Ohio, the Company generates annual revenue of approximately $1.7 billion, and its products can be found in retail outlets worldwide. For more information on the Company, visit http://corporate.americangreetings.com.
Forward Looking Statement Disclosure
The statements contained in this release that are not historical facts may be deemed to constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Actual future results might differ materially from those projected in such statements due to a number of factors. These factors include the uncertainties set forth in this press release regarding whether an acquisition of the Company will be consummated upon the terms proposed by the Weiss Family or at all. The forward looking statements contained herein are also subject to other risks and uncertainties that are described in the Company's reports filed with the Securities and Exchange Commission, including without limitation the risk factors described in the Company's most recent annual report on Form 10-K and in each of its subsequent quarterly reports on Form 10-Q.
SOURCE American Greetings Corporation