pVisant Corporation and Intergold Ltd. have entered into a pre-acquisition agreement pursuant to which Visant will, subject to certain customary conditions, make a cash offer to acquire all of the issued and outstanding common shares of Intergold. Visant intends to make the offer through a newly incorporated, wholly owned subsidiary of its Jostens, Inc. subsidiary. Visant has agreed to offer $0.16 (Cdn) per common share./p
pThe closing price of Intergold common shares on the last day it traded was $0.025 per share. The Offer will not be conditioned on any financing and will be funded through cash on hand and Visants existing revolving credit facilities. Jostens expects to maintain the Intergold facility in Calgary and Mr. Miran Armutlu, who currently serves as President of Intergold, is expected to remain as an employee of the combined organization following the completion of the Offer, serving in the capacity of master jeweller./p
pThe proposed Intergold acquisition supports our vision and is a strategic opportunity for Jostens scholastic business, said Tim Larson, President and Chief Executive Officer of Jostens. He added, following closing, we look forward to building on the collective strengths of Jostens and Intergold as we work together to celebrate the stories and achievements of customers./p
pMr. Miran Armutlu, President of Intergold commented, we look forward to the opportunities the Jostens organization will offer Intergolds operations and look forward to bringing Intergolds unique skill set to Jostens./p
pThe Board of Directors of Intergold (the Intergold Board) has unanimously approved the Agreement and concluded that the transaction is in the best interests of Intergold and its shareholders. The Intergold Board has unanimously resolved to recommend that the Intergold shareholders tender their common shares in acceptance of the Offer. The Board of Directors of Visant has approved the Agreement and the transactions contemplated by the Agreement./p
pThe Offer is subject to certain customary conditions, including its acceptance by the holders of at least two-thirds of the outstanding common shares of Intergold and regulatory approvals./p
pPursuant to the Agreement, Intergold has agreed not to continue discussions with other parties concerning a sale transaction of Intergold, not to solicit or initiate discussions or negotiations with any third party with respect to alternative transactions and to grant Visant a right to match any other proposals. Each party has also agreed to pay the other a termination fee of $250,000 (Cdn) in certain circumstances if the Offer is not completed. Insiders who currently own approximately 47 percent of the issued and outstanding common shares of Intergold have entered into lock-up agreements assuring the tender of their shares in the Offer./p
pThe Offer documents and the Directors Circular setting forth the Intergold Board of Directors recommendations on the Offer are expected to be mailed to Intergold s shareholders on or about March 16, 2010. Expiry of the Offer and closing are expected in April 2010./p
pAbout Intergold/p
pIntergold is an Alberta, Canada corporation engaged in the design, manufacture and marketing of precious and non-precious metal custom recognition and fashion jewelry, including for the scholastic and champion sports segments./p
pAbout Visant/p
pVisant Corporation, is a leading marketing and publishing services enterprise servicing the school affinity, direct marketing, fragrance and cosmetics sampling and educational and trade publishing segments./p
pVisants Scholastic segment anchored by its Jostens subsidiary, provides services in conjunction with the marketing, sale, and production of class rings and an array of graduation products and other scholastic affinity products to schools and administrators primarily in high schools, colleges and other post-secondary institutions./p
pAbout Jostens/p
pVisants Minneapolis-based Jostens subsidiary is a provider of products, programs and services that help people tell their stories, celebrate important traditions and recognize achievements. Jostens products include school yearbooks and other memory book products, scholastic products such as class rings and graduation products, and products for athletic champions and their fans. Jostens maintains an active business in Canada through its Jostens Canada Ltd. subsidiary, headquartered out of Winnipeg./p
Related posts:
- BHP Billiton Announces Early Termination of HSR Waiting Period for its Offer to Acquire PotashCorp
- Diamond Super Bowl XLV Ring for Green Bay Packers?
- Namakwa Diamonds Limited Updates On Placing and Open Offer
- Diamond Jewelry Retailer Tiffany Declares Regular Quarterly Dividend
- Tiffany Announces Change in Dividend Policy: Quarterly Payment to Increase 18 Percent; Company Will Resume Share Repurchases
