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Lehman Brothers to buy Angelica Corporation
27
May '08
Angelica Corporation, announced it has signed a definitive merger agreement on May 22, 2008 with a company formed by Lehman Brothers Merchant Banking Partners IV L.P. to acquire Angelica for $22.00 per share in cash, representing a premium of 34.0% over the weighted-average closing share price for the past 30 calendar days ended May 22, 2008 and 33.7% over yesterday's closing share price of $16.45.

The transaction, which is subject to approval by Angelica shareholders, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and satisfaction of other customary closing conditions, is expected to close in late summer.

Angelica's Board of Directors commenced a public sale process on September 24, 2007 and hired Morgan Joseph Co. Inc., a full-service investment banking firm specializing in servicing middle market companies. Morgan Joseph also rendered a fairness opinion in connection with the transaction.

With a unanimous vote of independent directors, the Board of Directors of Angelica has adopted the merger agreement and resolved to recommend that the Company's shareholders approve the agreement. The transaction will be financed by equity provided by Lehman Brothers Merchant Banking and fully-underwritten, committed debt-financing composed of a senior credit facility and senior subordinated notes, which collectively provide all funds needed to consummate the transaction. In addition, the Company's largest shareholder, Steel Partners, II, L.P., has concurrently entered into a voting agreement supporting the proposed merger.

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