Charming Shoppes shareholders received $7.35 for each share of Charming Shoppes. Ascena financed the approximately $900 million transaction through a combination of cash on hand and $325 million of borrowings from its credit facilities.
Charming Shoppes, which operates, among other things, the LANE BRYANT and CATHERINES PLUS SIZES retail store brands and e-commerce businesses, will now operate as a separate subsidiary of Ascena.
The combined company now operates approximately 3,800 locations and, on a trailing 12 month basis, generated over $4.4 billion of combined net sales.
Originally announced on May 2, 2012, the acquisition followed the completion of the tender offer Ascena made through its wholly owned subsidiary, Colombia Acquisition Corp., for all of the outstanding shares of Charming Shoppes’ common stock for $7.35 per share, net to the seller in cash, without interest and less any applicable withholding taxes.
Immediately prior to the merger, Colombia Acquisition Corp. held more than 80% of Charming Shoppes’ outstanding common stock, including the shares purchased in the tender offer and the newly issued shares acquired pursuant to the exercise of the top-up option in accordance with the terms of the merger agreement.
As a result, Ascena was able to complete a short-form merger under Pennsylvania law without a vote or meeting of Charming Shoppes’ shareholders.
With the completion of the merger, Charming Shoppes’ shares were delisted from the NASDAQ Global Select Market and the Chicago Stock Exchange and trading ceased at the close of business on Thursday, June 14th.
“We are delighted to announce the completion of this exciting merger with Charming Shoppes,” said David Jaffe, President and Chief Executive Officer of Ascena.
“We believe that we have a significant opportunity to fully realize the significant potential of this business. The Lane Bryant and Catherine’s businesses are extremely complementary to our other concepts and we expect them to integrate seamlessly.
“Though this process will take time, we believe there is an excellent opportunity to streamline the business, capture efficiencies and to share resources. We are confident that our combined company will have significant competitive advantages and that this transaction will enable us to continue to demonstrate our leadership position in the specialty retail market.
“Over time, we also are confident that this merger will enable us to reach new record levels of financial performance and create value for our stockholders. We welcome the Charming Shoppes organization into the Ascena retail family and are very excited to join forces and demonstrate the power of this business and our combined capabilities.”
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