Weiss sweetens the deal for Top 500 retailer American Greetings

July 3, 2013 12:21 PM

The family that wants to take American Greetings private is beefing up its offer to acquire the company.

In April, American Greetings, No. 470 in the 2013 Internet Retailer Top 500 announced it had reached a deal to be taken private by a buyout group owned by the Weiss family, which dominates top management of the company. The deal was valued at $878 million, including the e-retailer’s debt obligations.

The Weiss family includes the company’s chairman, Morry Weiss, as well as his sons, Zev, the chief executive, and Jeffrey, the president and chief operating officer.  The April deal called for the Weiss family to pay nonfamily shareholders $18.20 a share in cash plus a 15-cent-per-share dividend if the deal closes by its July target date.

Now the Weiss family has amended the purchase price to pay $19 per share for all outstanding shares. That appears to be a response to unhappiness with the original offer from some investors in American Greetings. For example, TowerView LLC, a New York investing banking firm that owns about 6% of the company, announced in May it considered the price per share too low and said it would vote against the final deal. “TowerView currently intends to vote against the transaction,” the company says in May filing with the U.S. Securities’ and Exchange Commission. “Tower View expressed an opinion that the recommendation of Peter J. Solomon Company is flawed and that Tower View believes the shareholders of American Greetings would do better if the contemplated transaction was not consummated.” Peter J. Solomon is a New York mergers and acquisitions firm hired by American Greetings to review the terms of the Weiss proposal. TowerView currently has about $34.5 million invested in American Greetings stock, the company says in a recent SEC filing.

It’s not clear how many other of American Greetings’ major shareholders may vote against the final deal with the original stock offer. But in a letter to the American Greetings board of directors as part of a new filing with the U.S. Securities and Exchange Commission, CEO Zev Weiss said the Weiss family is committed to trying to take the company private. “The special board committee asked us to reconsider the deal price in light of recent developments,” Weiss said. “While we firmly believe that the $18.20 per share price is binding and remains fair, we have concluded that enhancing the price is the right thing to do.”

American Greetings has yet to say how it will respond to the increased offer, nor has it released a timetable for signing off on a revised offer. "Our family remains committed to the transaction and to our belief that American Greetings will be able to best navigate the coming period of reinvestment and transformation as a privately held company,” Weiss says in his letter to the board.

Based in Cleveland, American Greetings is a creator and multichannel retailer of greeting cards and related products. For the 2013 fiscal year ended Feb. 28, American Greetings reported:


  • American Greetings Interactive, its e-commerce business unit, posted web sales of $64.4 million, down 6.0% from $68.5 million in fiscal 2012
  • Total revenue increased year over year 12.9% to $1.84 billion from $1.63 billion
  • Net income declined year over year 13.5% to $49.4 million from $57.1 million.

E-commerce accounted for 3.5% of all sales in fiscal 2013 compared with 4.2% in fiscal 2012.




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