Attached files
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8-K - FORM 8-K - A.C. Moore Arts & Crafts, Inc. | c23012e8vk.htm |
EX-2.1 - EXHIBIT 2.1 - A.C. Moore Arts & Crafts, Inc. | c23012exv2w1.htm |
EX-10.1 - EXHIBIT 10.1 - A.C. Moore Arts & Crafts, Inc. | c23012exv10w1.htm |
EX-99.1 - EXHIBIT 99.1 - A.C. Moore Arts & Crafts, Inc. | c23012exv99w1.htm |
EX-10.2 - EXHIBIT 10.2 - A.C. Moore Arts & Crafts, Inc. | c23012exv10w2.htm |
EX-99.2 - EXHIBIT 99.2 - A.C. Moore Arts & Crafts, Inc. | c23012exv99w2.htm |
EX-99.4 - EXHIBIT 99.4 - A.C. Moore Arts & Crafts, Inc. | c23012exv99w4.htm |
Exhibit 99.3
Associate FAQs
October 4, 2011
October 4, 2011
What entity is acquiring A.C. Moore?
A.C. Moore has announced today that the Company signed a definitive agreement to be acquired by an
affiliate of Sbars, Inc. Sbars is one of the largest distributors in the United States supplying
arts and crafts merchandise, including its proprietary Nicole Crafts products, to retailers.
Sbars began in 1952 as a small craft, hobby and school supply store in Camden, New Jersey and
today operates from its 300,000 square foot distribution center located in Moorestown, New Jersey.
In addition to being a merchandise supplier, Sbars operates seven arts and crafts stores located
in the Richmond, Virginia area. Since 1985, when A.C. Moore opened its first store in Moorestown,
Sbars has been the Companys largest supplier, delivering industry knowledge, a range of quality
products and merchandising creativity.
Who at A.C. Moore made the decision to approve the acquisition by Sbars?
Public companies regularly evaluate opportunities in the market that might improve stock price,
business, operations, competitive position or overall value. In connection with its responsibility
to review strategic alternatives, the Board formed a special committee comprised of independent
non-employee directors to evaluate various opportunities. The special committee, assisted by its
financial and legal advisors, negotiated the agreement and recommended the transaction to the full
Board. The Board believes that the proposed transaction is in the best interest of A.C. Moore and
its shareholders, vendors, customers and employees.
Will A.C. Moore remain a public company?
A.C. Moore is currently owned by its public shareholders. Following the transaction, A.C. Moore
will be owned by an affiliate of Sbars. A.C. Moore stock will then no longer be traded in the
public stock market.
When will the transaction be final?
The acquisition is expected to close later in the fourth quarter of 2011.
Will we receive details on the status of the transaction?
We will keep you as informed as we can. Of course, there are legal restraints that may prevent us
from communicating about developments.
What does this announcement or the transaction mean to me?
This announcement does not change your daily responsibilities. All members of the A.C. Moore team
should continue doing what they have always done and are expected to do for A.C. Moore and its
customers. We understand that news like this may cause distraction. However, continue to work
hard and remain focused on achieving our strategy. Any business acquisition involves a period of
transition and assessment of each organizations structure, resources and business needs, along
with related opportunities. Upon completion of the transaction, management will update you about
any finalized transition plans.
Will todays announcement or the transaction affect my pay or benefits?
Consistent with business needs and resources, the Company will continue to recognize the importance
of competitive pay and benefits that reward and motivate associates. As described in the merger
agreement, for a period equal to the lesser of one year following the transaction closing or
through the end of February 2012, the employee benefit plans provided will be at the same levels in
effect currently. The Companys benefit plan year ends in February of each year and, during the
ordinary course of business, A.C. Moore would conduct its benefits renewal review process during
the fourth quarter of each year.
What do I tell customers?
Please direct customers who inquire to the investor relations section on www.acmoore.com for the
announcement or related information. You should not comment on the announcement.
What should I do if I am contacted by the media, investors or analysts?
This news may generate attention from the media and investors or analysts. Please refer any
inquiries to Dave Stern, Chief Financial and Administrative Officer, at 856.768.4943. You should
not comment on the announcement.
If I have other questions, who should I ask?
Attached is a copy of the press release and FAQs for associates. If you have any additional
questions, please send them to questions@acmoore.com. If we have the information necessary to
respond and there are no legal restraints preventing us from answering, we will reply by
communication addressed to all associates.
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Cautionary Statement Regarding Forward-Looking Statements
This letter contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by
words such as anticipate, expect, believe, plan, intend, predict, will, may and
similar terms. Forward-looking statements in this letter include, but are not limited to,
statements regarding the anticipated timing of filings relating to the transaction; statements
regarding the expected timing of the completion of the transaction; statements regarding the
ability to complete the transaction considering the various closing conditions; statements
regarding prospective performance and opportunities; any statements of expectation or belief; and
any statements of assumptions underlying any of the foregoing. The forward-looking statements
contained in this letter related to future results and events are based on the Companys current
expectations, beliefs and assumptions about its industry and its business. Forward-looking
statements, by their nature, involve risks and uncertainties and are not guarantees of future
performance. Actual results may differ materially from the results discussed in the
forward-looking statements due to a variety of risks, uncertainties and other factors, including,
but not limited to, uncertainties as to the timing of the tender offer and the merger;
uncertainties as to how many of the Companys shareholders will tender their stock in the tender
offer; the risk that the transaction may not be approved by the Companys shareholders were the
transaction to be consummated as a one-step merger; the risk of litigation relating to the
transaction; the risk that competing offers will be made; the possibility that various closing
conditions for the transaction may not be satisfied or waived; the effects of disruption from the
transaction making it more difficult to maintain relationships with employees, customers, vendors
or other business partners; other business effects, including, but not limited to, the effects of
industry, economic or political conditions outside of the Companys control; transaction costs;
actual or contingent liabilities; and other risks and uncertainties discussed in documents filed
with the SEC by the Company, including, but not limited to, the solicitation/recommendation
statement and merger proxy statement to be filed by the Company. Investors and shareholders are
cautioned not to place undue reliance on these forward-looking statements. Unless required by law,
the Company undertakes no obligation to update any forward-looking statements, whether as a result
of new information, future events or otherwise. Readers are also urged to review carefully and
consider the various disclosures in the Companys SEC periodic and interim reports, including but
not limited to its Annual Report on Form 10-K, as amended, for the fiscal year ended January 1,
2011, Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2011, Quarterly Report on
Form 10-Q for the fiscal quarter ended July 2, 2011 and Current Reports on Form 8-K filed from time
to time by the Company. All forward-looking statements are qualified in their entirety by this
cautionary statement.
Notice to Investors
The tender offer for the outstanding common stock of the Company has not yet commenced. This
letter is neither an offer to purchase nor a solicitation of an offer to sell any securities. The
solicitation and the offer to buy shares of the Company common stock will be made only pursuant to
an offer to purchase and related materials that the Sbars affiliate intends to file with the SEC.
At the time the offer is commenced, the Sbars affiliate will file a tender offer statement on
Schedule TO with the SEC, and thereafter the Company will file a solicitation/recommendation
statement on Schedule 14D-9 with respect to the offer. The tender offer statement (including an
offer to purchase, a related letter of transmittal and other offer documents) and the
solicitation/recommendation statement will contain important information that should be read
carefully and considered before any decision is made with respect to the tender offer. These
materials will be sent free of charge to all shareholders of the Company when available. In
addition, all of these materials (and all other materials filed by the Company with the SEC) will
be available at no charge from the SEC through its website at www.sec.gov. Free copies of the
offer to purchase, the related letter of transmittal and certain other offering documents will be
made available by contacting D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, New York
10005 (for information by telephone: Banks and Brokers Call Collect: (212) 269-5550; All Others
Call Toll-Free: (800) 755-7250. Investors and shareholders also may obtain free copies of the
documents filed with the SEC from the Company by contacting David Stern, Chief Financial and
Administrative Officer, A.C. Moore Arts & Crafts, Inc., 130 A.C. Moore Drive, Berlin, New Jersey
08009, (856) 768-4943.
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Additional Information about the Merger and Where to Find It
In connection with the potential one-step merger, the Company will file a proxy statement with the
SEC. Additionally, the Company will file other relevant materials with the SEC in connection with
the proposed acquisition pursuant to the terms of an Agreement and Plan of Merger between the
parties. The materials to be filed by the Company with the SEC may be obtained free of charge at
the SECs web site at www.sec.gov. Investors and shareholders also may obtain free copies of the
proxy statement and other relevant materials from the Company by contacting David Stern, Chief
Financial and Administrative Officer, A.C. Moore Arts & Crafts, Inc., 130 A.C. Moore Drive, Berlin,
New Jersey 08009, (856) 768-4943. Investors and security holders of the Company are urged to read
the proxy statement and the other relevant materials when they become available before making any
voting or investment decision with
respect to the proposed merger because they will contain important information about the merger and
the parties to the merger.
The Company and its directors, executive officers and other members of management and employees,
under the SEC rules, may be deemed to be participants in the solicitation of proxies of the Company
shareholders in connection with the proposed merger. Investors and security holders may obtain more
detailed information regarding the names, affiliations and interests of certain of the Companys
executive officers and directors in the solicitation by reading the Companys Proxy Statement for
its 2010 Annual Meeting of Shareholders and Annual Report on Form 10-K, as amended, for the fiscal
year ended January 1, 2011, as well as the proxy statement and other relevant materials which will
be filed with the SEC in connection with the merger when they become available. Information
concerning the interests of the Companys participants in the solicitation, which may, in some
cases, be different than those of the Companys shareholders generally, will be set forth in the
proxy statement relating to the merger when it becomes available.
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