EB Acquisition Ltd. sent a letter Wednesday to Steven Mason, the Chairman of the Board of Directors of The Elder- Beerman Stores Corp., expressing an interest in acquiring Elder-Beerman pursuant to an all-cash offer that would represent a premium to the current share price. The letter sent today, which was copied to the other directors of Elder-Beerman, follows:
Mr. Steven Mason Chairman of The Board of Directors The Elder-Beerman Stores Corporation 3155 El-Bee Road Dayton, Ohio 45439
Dear Steve,
EB Acquisition Ltd. was disappointed to see your press announcement that you had entered into exclusive discussions to sell The Elder-Beerman Stores Corp. (the “Company”). Your press release notes that there were several indications of interest, yet you appear to have closed the process by entering into an exclusive relationship. This does not seem the best approach to maximizing shareholder value. We, for example, are interested in acquiring the Company in an all-cash transaction at a premium to the current share price, even taking into account the recent significant surge in trading price. We urge you not to enter into any transaction that includes a termination fee or excludes other interested buyers from completing due diligence and making an offer.
EB Acquisition Ltd. has completed a substantial amount of work regarding the Company’s financial condition and results of operations and subject to a short due diligence inquiry is prepared to make an all-cash offer for each share of Elder-Beerman’s common stock. We are confident that with your cooperation and after due diligence we would be in a position to increase our potential offer price and provide significant benefits for the Company’s other constituents, including its employees and the surrounding communities. We intend to keep the Company’s headquarters in Dayton, maintain its employee base and expand in various areas in the United States.
We believe that a full and fair auction of the Company is the only way to maximize value for the Company’s shareholders and to satisfy the Board of Directors fiduciary duties. Our financial advisor, Asante Partners LLC, and our counsel, Willkie Farr & Gallagher, should and must be permitted to conduct due diligence in order to finalize our proposal. We have spent considerable time and resources working on our proposal. We are willing to make ourselves immediately available to discuss this proposal with you and your advisors. I hope you reconsider your decision to deal exclusively with a single bidder and look forward to hearing from you soon.
This letter does not constitute an offer and we will not be legally bound until we have signed a definitive agreement.
If you have any questions, please contact me.
Sincerely,
Elder-Beerman Acquisition Ltd. Daniel S. Summers Managing Member cc: Other Members of the Board of Directors, The Elder-Beerman Stores Corporation Steven Seidman, Willkie Farr & Gallagher James McLaren, Asante Partners
About EB Acquisition Ltd.: EB Acquisition, Ltd., based in Ohio, is led by Daniel S. Summers. A long-time resident of Ohio, Summers is a successful real estate investor and developer with experience developing and managing commercial and retail properties.
EB Acquisition, Ltd. has retained Asante Partners LLC of New York City as its investment banking firm. Theyve also retained Willkie Farr & Gallagher of New York City as its merger and acquisition counsel together with Abernethy, Auld & Young, P.C. of Pittsburgh, Pa. as corporate counsel.