Elder-Beerman Receives Definitive Proposal from the Bon-Ton Stores, Inc.Business Editors DAYTON, Ohio--(BUSINESS WIRE)--Sept. 4, 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 The Bon-Ton Stores, Inc. (Nasdaq:BONT) has proposed a combination of the two companies. Bon-Ton indicated that it is prepared to sign a merger agreement that would provide all Elder-Beerman shareholders with $7.00 in cash for each of their shares in a two-step transaction, consisting of a first step tender offer for all outstanding shares of Elder-Beerman at $7.00 per share, followed by a second step merger of Elder-Beerman with a subsidiary of Bon-Ton. The principal conditions to consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. of the tender offer would be: (i) at least two-thirds of Elder-Beerman's outstanding common shares, on a fully diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. basis, being tendered and not withdrawn prior to the expiration date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. of the offer, (ii) the proceeds of the financings under Bon-Ton's commitment letters being available to Bon-Ton and (iii) the expiration EXPIRATION. Cessation; end. As, the expiration of, a lease, of a contract, or statute. 2. In general, the expiration of a contract puts an end to all the engagements of the parties, except to those which arise from the non- fulfillment of obligations created of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (Public Law 94-435, known commonly as the HSR Act) is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act. The HSR Act was signed into law by President Gerald R. of 1976. Elder-Beerman's Board of Directors met earlier today and after considering Bon-Ton's merger proposal, notified Wright Holdings, Inc. of Elder-Beerman's intention to enter into a merger agreement with Bon-Ton, subject to complying with Elder-Beerman's obligations under its existing merger agreement with Wright Holdings. As previously announced, on June 25, 2003, Elder-Beerman entered into a definitive agreement and plan of merger with Wright Holdings and its subsidiary providing for the acquisition of all outstanding shares of Elder-Beerman at a price of $6.00 per share. Under its merger agreement with Wright Holdings, Elder-Beerman is required to so notify Wright Holdings and engage in good faith negotiations with Wright Holdings for a three-business day period prior to accepting any proposal from any third party. These negotiations provide Wright Holdings an opportunity to increase the price per common share of Elder-Beerman payable under the existing merger agreement. Elder-Beerman emphasized that there can be no assurance as to the outcome of these negotiations with Wright Holdings. 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, Michigan, Illinois, Kentucky, Wisconsin and Pennsylvania. For more information about the company see Elder-Beerman's web site at www.Elder-Beerman.com. |
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