The Bon-Ton Stores, Inc. has entered into a definitive merger agreement providing for The Bon-Ton's acquisition of The Elder-Beerman Stores Corp. at a price of $8.00 per share in cash.

Under the terms of the agreement, which has been approved by the boards of directors of both companies, The Bon-Ton will promptly commence a cash tender offer for all outstanding shares of Elder-Beerman, followed by a second step merger of Elder-Beerman with a Bon-Ton subsidiary.

Among other things, completion of the tender offer is subject to: (i) the tender of at least two-thirds of the outstanding Elder-Beerman shares on a fully diluted basis, (ii) the availability of the proceeds of the financings under previously received commitment letters and (iii) applicable regulatory approvals.

Tim Grumbacher, The Bon-Ton's Chairman and Chief Executive Officer, expressed enthusiasm about the proposed business combination. Mr. Grumbacher commented, “We are very pleased to have the opportunity to merge these two strong retail companies. The strategic and operational potential of this business combination is exceptional and the ability to add value for our shareholders is very compelling. The companies have a similar customer base and comparable merchandise offerings, as well as little or no geographic overlap. We look forward to expanding our partnerships with the vendor community, banks and other business partners, as we work toward the common goal of maximizing the potential of this acquisition.”