DRAPER, Utah, June 4 /PRNewswire-FirstCall/ -- 1-800 CONTACTS, INC.
(Nasdaq: CTAC) (the "Company") today announced that it has entered into a
definitive merger agreement with affiliates of Fenway Partners, LLC
pursuant to which Fenway Partners will acquire 1-800 CONTACTS for $24.25
per share, representing a premium of approximately 21 percent over the June
1, 2007 closing share price of $20.08 and a premium of approximately 34
percent over the average closing share price during the 30 trading days
ending June 1, 2007. The total value of the transaction is approximately
$340 million.
(Logo: http://www.newscom.com/cgi-bin/prnh/20040107/LACONTACTSLOGO )
Jonathan Coon, Chief Executive Officer of the Company, remarked, "We
believe this transaction with Fenway Partners is the right decision for our
stockholders, our Company, our employees, and our customers. This
transaction will not only provide significant premium value for our
stockholders, but will allow the Company to pursue its long-term goals with
the flexibility and long- term focus of a private company."
Tim Mayhew, Managing Director of Fenway Partners, said, "1-800 CONTACTS
is a terrific business that fits well with our investment strategy. We look
forward to working with Jonathan Coon, Brian Bethers and the entire
management team to support the Company's growth."
Brian Bethers, President of the Company, added, "We also look forward
to working with Fenway Partners. They understand our business, share our
commitment to customer service, and support our investment in advertising
for growth."
The Board of Directors of 1-800 CONTACTS, following the recommendation
of a Transactions Committee of independent directors, has approved the
merger agreement and recommends that 1-800 CONTACTS' stockholders approve
the merger. The transaction is subject to approval by 1-800 CONTACTS'
stockholders, as well as other customary closing conditions, including
regulatory approvals. The transaction is expected to close during the
second half of fiscal 2007. The transaction is not subject to a financing
condition nor is it subject to closing the Menicon or Mi Gwang transactions
(referenced in the Company's Current Report on Form 8-K filed June 1,
2007), although those transactions are expected to close in June.
Sonenshine Partners LLC and Goldman, Sachs & Co. served as financial
advisors to 1-800 CONTACTS' Board of Directors in connection with this
transaction, and Kirkland & Ellis LLP acted as legal advisor to the Board
of Directors. Ropes & Gray LLP acted as legal advisor to Fenway Partners.
J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A. have provided
commitments, subject to customary conditions, for the debt financing for
the transaction.
1-800 CONTACTS will file a Current Report on Form 8-K, including a copy
of the merger agreement, with the U.S. Securities and Exchange Commission
regarding this proposed transaction.
About 1-800 CONTACTS, INC.
1-800 CONTACTS offers consumers an attractive alternative for obtaining
replacement contact lenses in terms of convenience, price, and speed of
delivery. Through its easy-to-remember, toll-free telephone number, "1-800
CONTACTS" (1-800-266-8228), and its Internet web site,
http://www.1800contacts.com, the Company sells all of the popular brands of
contact lenses. 1-800 CONTACTS offers products at competitive prices, while
delivering a high level of customer service.
About Fenway Partners, LLC
Fenway Partners, LLC is a middle market private equity firm with
offices in New York and Los Angeles and $1.7 billion under management.
Fenway companies typically have leading franchises and operate in two core
industry segments, branded consumer products and transportation/logistics.
With significant knowledge and success investing in these industries,
Fenway has built a strong reputation for its hands-on approach to
supporting its portfolio companies which include sporting goods
manufacturer Easton Bell Sports, school yearbook and class ring
manufacturer American Achievement, leading global supplier of mobile
computing cases and accessories Targus International, expedited ground
transportation provider Panther Expedited Services and intermodal logistics
service provider RoadLink USA.
For further information about Fenway Partners, please visit
http://www.fenwaypartners.com.
Forward-looking Statements
This press release contains a number of statements about the Company's
future business prospects which are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements include all statements which are not purely
historical and include, but are not necessarily limited to, all statements
relating in any way to the proposed transaction with Fenway Partners; the
anticipated closing date of the transaction; the consideration to be paid
by Fenway Partners; and any anticipated benefits or consequences resulting
from the transaction. All such forward-looking statements are based upon
information available to the Company as of the date hereof, and the Company
disclaims any intention or obligation to update any such forward-looking
statements. Actual results could differ materially from current
expectations. Factors that could cause or contribute to such differences
include, among others, the risks and uncertainties identified in the
reports filed from time to time by the Company with the U.S. Securities and
Exchange Commission, including the Company's most recent Annual Report on
Form 10-K and Quarterly Reports on Form 10-Q. Information on the Company's
websites, other than the information specifically referenced in this press
release, shall not be deemed to be part of this press release.
Additional Information About the Merger
1-800 CONTACTS, INC. will file with the Securities and Exchange
Commission (the "SEC"), and furnish to its stockholders, a proxy statement
soliciting proxies for the meeting of its stockholders to be called with
respect to the proposed merger between the Company and the affiliates of
Fenway Partners. 1- 800 CONTACTS STOCKHOLDERS ARE ADVISED TO READ THE PROXY
STATEMENT WHEN IT IS FINALIZED AND DISTRIBUTED TO THEM BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. 1-800 CONTACTS stockholders and other
interested parties will be able to obtain, without charge, a copy of the
proxy statement (when available) and other relevant documents filed with
the SEC from the SEC's website at http://www.sec.gov. 1-800 CONTACTS
stockholders and other interested parties will also be able to obtain,
without charge, a copy of the proxy statement (when available) and other
relevant documents by directing a request by mail or telephone to 1-800
CONTACTS, INC., 66 E. Wadsworth Park Drive, Draper, Utah 84020, Attention:
Corporate Secretary, telephone: (801) 316-5000, or from the Company's
website, http://www.1800contacts.com.
1-800 CONTACTS and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be deemed
to be "participants" in the solicitation of proxies from stockholders of
1-800 CONTACTS with respect to the proposed merger. Information regarding
the persons who may be considered "participants" in the solicitation of
proxies will be set forth in the Company's proxy statement relating to the
proposed merger when it is filed with the SEC. Information regarding
certain of these persons and their beneficial ownership of 1-800 CONTACTS
common stock as of April 3, 2007 is also set forth in the Company's proxy
statement for its 2007 Annual Meeting of Stockholders, which was filed with
the SEC on April 17, 2007.
SOURCE 1-800 CONTACTS, INC.
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Related links:
http://www.contacts.com/
Photo Notes:http://www.newscom.com/cgi-bin/prnh/20040107/LACONTACTSLOGO
CONTACT:
Brian W. Bethers, President or Robert G.
Hunter, CFO, both of 1-800 CONTACTS, INC., +1-801-316-5000,
investors@contacts.com; or Anna Cordasco or Brooke Morganstein,
both of Sard Verbinnen & Co., +1-212-687-8080, for Fenway
Partners
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