Whitehall Announces $1.10 Per Share Preliminary Proposal for Acquisition by Newcastle Partners
27 Outubro 2005 - 6:05PM
Business Wire
Whitehall Jewellers, Inc. (NYSE:JWL)(the "Company") announced that
the Company received a proposal today from Newcastle Partners, L.P.
("Newcastle"). The proposal, which is subject to a number of
conditions and definitive documentation, expresses Newcastle's
willingness to offer $1.10 per share in cash by merger or otherwise
and cash out warrants and in-the-money options based on that price.
Under the proposal, Newcastle would pay off the Company's recent
bridge loan. Newcastle expects to obtain a commitment to replace
the Company's senior credit facility or obtain consents from the
Company's senior lenders. A copy of the proposal letter is
contained in an amendment to Newcastle's Schedule 13D filed
electronically with the Securities and Exchange today. On October
4, 2005, the Company announced its entry into agreements with funds
managed by Prentice Capital Management, L.P. and Holtzman
Opportunity Fund, L.P. (collectively, "Prentice"; the "Prentice
Agreements"). Under the Prentice Agreements, the Company has the
right, subject to certain conditions, to consider alternative
proposals. The Board of Directors has not made a determination as
to what action, if any, it may take with respect to the Newcastle
proposal. Whitehall Jewellers, Inc. is a national specialty
retailer of fine jewelry, operating 387 stores in 38 states. The
Company operates stores in regional and super regional shopping
malls under the names Whitehall Co. Jewellers, Lundstrom Jewelers
and Marks Bros. Jewelers. Safe Harbor Statement This release
contains certain forward-looking statements (as such term is
defined in Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934) and information
relating to the Company that are based on the current beliefs of
management of the Company as well as assumptions made by and
information currently available to management including statements
related to the markets for our products, general trends and trends
in our operations or financial results, plans, expectations,
estimates and beliefs. In addition, when used in this release, the
words "anticipate," "believe," "estimate," "expect," "intend,"
"plan," "predict," "opinion" and similar expressions and their
variants, as they relate to the Company or our management, may
identify forward-looking statements. Such statements reflect our
judgment as of the date of this release with respect to future
events, the outcome of which is subject to certain risks, including
the factors described below, which may have a significant impact on
our business, operating results or financial condition. Investors
are cautioned that these forward-looking statements are inherently
uncertain. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results or outcomes may vary materially from those described
herein. The Company undertakes no obligation to update
forward-looking statements. The following factors, among others,
may impact forward-looking statements contained in this release:
(1) our ability to execute our business strategy and our continued
net losses and declines in comparable store sales; (2) our ability
to manage our liquidity and to obtain adequate financing on
acceptable terms and the effect on us if an event of default were
to occur under any of the Company's financing arrangements; (3) a
change in economic conditions or the financial markets which
negatively impacts the retail sales environment and reduces
discretionary spending on goods such as jewelry; (4) reduced levels
of mall traffic caused by economic or other factors; (5) increased
competition from specialty jewelry retail stores, the Internet and
mass merchant discount stores which may adversely impact our sales
and gross margin; (6) the high degree of fourth quarter seasonality
of our business and the impact on the Company's sales,
profitability and liquidity; (7) the extent and success of our
merchandising, marketing and/or promotional programs; (8) personnel
costs and the extent to which we are able to retain and attract key
personnel and disruptions caused by the loss of key personnel; (9)
the availability, terms and cost of consumer credit; (10)
relationships with suppliers including the timely delivery to the
Company of appropriate merchandise on acceptable payment, delivery
and other terms; (11) our ability to maintain adequate information
systems capacity and infrastructure; (12) our leverage and cost of
funds and changes in interest rates that may increase financing
costs; (13) developments relating to the Securities Purchase
Agreement, Notes, Warrants and Registration Rights Agreement with
Prentice, including the impact of any adverse developments with
respect to such agreements, that may require the Company to seek
new financing, for which there can be no assurance of availability
on acceptable terms or at all; (14) our ability to maintain
adequate loss prevention measures; (15) fluctuations in raw
material prices, including diamond, gem and gold prices; (16) the
impact of current or future price reductions on margins and
resultant valuation allowances taken on certain merchandise
inventory identified from time to time as items which would not be
part of the Company's future merchandise presentation as well as
alternative methods of disposition of this merchandise inventory
and resulting valuation allowances taken; (17) developments
relating to settlement of the consolidated Capital Factors actions,
the non-prosecution agreement entered into with the United States
Attorney's Office, the SEC investigation, and shareholder and other
civil litigation, including the impact of such developments on our
results of operations and financial condition and relationship with
our lenders or with our vendors; (18) regulation affecting the
industry generally, including regulation of marketing practices;
and (19) the risk factors identified from time to time in our
filings with the SEC. For Investor Relations info:
investorrelations@whji.com Internet Website:
www.whitehalljewellers.com
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