Elder-Beerman Amends Merger Agreement with Wright Holdings, Inc.Business Editors DAYTON, Ohio--(BUSINESS WIRE)--Sept. 9, 2003 The Elder-Beerman Stores Corp. (Nasdaq:EBSC EBSC Elder-Beerman Stores Corp. EBSC East Bay Sanctuary Covenant (Berkeley, CA) EBSC Embedded Bitmap Scaling EBSC Elmbrook Swim Club (Brookfield, Wisconsin) EBSC English Bay Swim Club ) today announced that it entered into an amendment to its existing merger agreement with Wright Holdings, Inc. for the sole purpose of increasing the consideration payable to Elder-Beerman shareholders from $6.00 per share in cash to $7.05 per share in cash. Wright Holdings has also provided Elder-Beerman copies of revised commitment letters from its financing sources to provide the financing necessary for the increased consideration. As previously announced, on September 4, 2003, Elder Beerman notified Wright Holdings that it had received an offer from The Bon-Ton Stores Corp. to enter into a merger agreement that would provide Elder-Beerman shareholders an opportunity to be paid $7.00 per share in cash for each Elder-Beerman common share, and that subject to complying with Elder-Beerman's obligations under its existing merger agreement with Wright Holdings, it intended to enter into such merger agreement with Bon Ton. Under its existing merger agreement with Wright Holdings, Elder-Beerman was required to negotiate exclusively in good faith with Wright Holdings for three business days to make such adjustments to the terms of its merger agreement with Wright Holdings that would enable Elder-Beerman to proceed with the transaction with Wright Holdings. Consistent with the terms of the existing merger agreement with Wright Holdings, Elder-Beerman has not had any discussions with Bon-Ton as to what action, if any, Bon-Ton may take in response to Wright Holdings' increase in the merger price to $7.05 per share. The nation's ninth largest independent department store chain, The Elder-Beerman Stores Corp. is headquartered in Dayton, Ohio Dayton is a city in southwestern Ohio, United States. It is the county seat and largest city of Montgomery County. As of the 2005 census estimate, the population of Dayton was 158,873. and operates 68 stores in Ohio, West Virginia West Virginia, E central state of the United States. It is bordered by Pennsylvania and Maryland (N), Virginia (E and S), and Kentucky and, across the Ohio R., Ohio (W). Facts and Figures Area, 24,181 sq mi (62,629 sq km). Pop. , Indiana Indiana, state, United States Indiana, midwestern state in the N central United States. It is bordered by Lake Michigan and the state of Michigan (N), Ohio (E), Kentucky, across the Ohio R. (S), and Illinois (W). , Michigan, Illinois, Kentucky, Wisconsin and Pennsylvania. For more information about the company see Elder-Beerman's web site at www.Elder-Beerman.com. Elder-Beerman and certain of its directors and officers may be deemed to be participants in the solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of proxies for the special meeting of shareholders relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the merger agreement. Elder-Beerman has filed with the Securities and Exchange Commission a preliminary proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. and, when finalized See finalization. , will mail to its shareholders a definitive proxy statement for the special meeting of shareholders. The proxy statement does and will contain important information regarding the participants in the solicitation and other important information about the merger agreement and the proposed merger. Elder-Beerman has also filed with the Securities and Exchange Commission a Transaction Statement on Schedule 13E-3 relating to the merger agreement and the proposed merger. Shareholders of Elder-Beerman are advised to read Elder-Beerman's proxy statement for the special meeting of shareholders when finalized because it contains important information. Shareholders of Elder-Beerman may obtain, free of charge, when they become available copies of Elder-Beerman's definitive proxy statement and other documents filed by Elder-Beerman with the Securities and Exchange Commission at the Internet website maintained by the Securities and Exchange Commission at www.sec.gov. These documents may also be obtained free of charge by calling investor relations Investor relations The process by which the corporation communicates with its investors. at Elder-Beerman at (937)296-7339. |
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