Attached files
file | filename |
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8-K - FORM 8-K - JO-ANN STORES INC | l41444e8vk.htm |
EX-99.5 - EX-99.5 - JO-ANN STORES INC | l41444exv99w5.htm |
EX-99.4 - EX-99.4 - JO-ANN STORES INC | l41444exv99w4.htm |
EX-99.6 - EX-99.6 - JO-ANN STORES INC | l41444exv99w6.htm |
EX-99.1 - EX-99.1 - JO-ANN STORES INC | l41444exv99w1.htm |
EX-99.2 - EX-99.2 - JO-ANN STORES INC | l41444exv99w2.htm |
Exhibit
99.3
(Email to Vendors, Landlords, Union President to be sent 12/23/10 at 8am from Lisa Grebs
email)
Dear Jo-Ann Partners,
This morning we announced that Jo-Ann has entered into a definitive agreement to be acquired by the
private equity firm Leonard Green & Partners, L.P.
The board of directors of Jo-Ann Stores, on the recommendation of a special committee comprised
entirely of independent directors, approved the merger agreement and recommends that the companys
shareholders adopt the agreement.
Leonard Green & Partners, L.P. (www.leonardgreen.com) is a private equity firm with significant
experience in Specialty Retail and approximately $9 billion in total equity capital under
management. They were founded in 1989 and have invested in 53 companies with aggregate value of
over $44 billion. Their investment philosophy is to target market leading companies that have
growth potential. They also rely on the existing management group to execute the operational and
strategic business plans for the companies they invest in. Companies they have invested in
include: Whole Foods Market, PETCO Animal Supplies, Leslies Poolmart, Sports Authority, The
Container Store, Tourneau, Davids Bridal, Neiman Marcus, Jetro Cash & Carry and Tire Rack, and
they recently announced a transaction to purchase J. Crew together with another private equity
firm.
As a private company, we will be able to eliminate some costs associated with being
publicly-traded. In addition, a good bit of management time focused on public company reporting
requirements will now be fully focused on the strategic needs of the business. We also will be in
a better position to manage our business with a longer term perspective.
We do not expect the proposed transaction to have any material impact on our strategy or business
operations, nor do we anticipate this transaction to have impact on our partnerships in any way.
Jo-Ann Stores, Inc. and its current subsidiaries will be the continuing legal entities and all
contracts and payables will be honored as usual.
Thank you for helping us to achieve our superior results in recent years. Our management team
looks forward to a continued partnership going forward.
Due to the legal restraints associated with these types of transactions, we will be unable to
provide any additional information not found in the attached press release.
Regards and best wishes for a happy holiday season,
Jo-Ann Stores, Inc.
Jo-Ann Stores, Inc.
Cautionary Statement Regarding Forward-Looking Statements
This release may contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 with respect to Jo-Ann, the proposed merger and its
business. These forward-looking statements can be identified by the use of terminology such as
subject to, believe, expects, plan, project, estimate, intend, may, will,
should, can, or anticipates, or the negative thereof, or variations thereon, or comparable
terminology, or by discussions of strategy. Although all of these forward looking statements are
believed to be reasonable, they are inherently uncertain. Factors which may materially affect such
forward-looking statements include, but are not limited to general economic conditions, risks in
implementing new marketing initiatives, natural disasters and geo-political events, changes in
customer demand, changes in trends in the fabric and craft industry, changes in the competitive
pricing for products, the impact of competitors store openings and closings, our dependence on
suppliers, seasonality, disruptions to the transportation system or increases in transportation
costs, energy costs, our ability to recruit and retain highly qualified personnel, our ability to
manage our inventory, our ability to effectively manage our distribution network, disruptions to
our information systems, failure to maintain the security of our electronic and other confidential
information, failure to comply with various laws and regulations, failure to successfully implement
the store growth strategy, changes in accounting standards and effective tax rates, inadequacy of
our insurance coverage, cash and cash equivalents held at financial institutions in excess of
federally insured limits, volatility of our stock price, damage to our reputation, and other
factors, and uncertainties associated with the proposed sale of Jo-Ann to an affiliate of Leonard
Green & Partners, L.P., including uncertainties relating to the anticipated timing of filings and
approvals relating to the transaction, the expected timing of completion of the transaction and the
ability to complete the transaction. Other important factors that may cause actual results to
differ materially from those expressed in the forward looking statements are discussed in Jo-Anns
Securities and Exchange Commission filings.
Readers are cautioned not to place undue reliance on forward-looking statements. Jo-Ann cannot
guarantee future results, trends, events, levels of activity, performance or achievements. Jo-Ann
does not undertake and specifically declines any obligation to update, republish or revise
forward-looking statements to reflect events or circumstances after the date hereof or to reflect
the occurrences of unanticipated events. Consequently, such forward-looking statements should be
regarded solely as Jo-Anns current plans, estimates and beliefs.
Additional Information and Where to Find It
In connection with the Merger, Jo-Ann will prepare a proxy statement to be filed with the SEC.
When completed, a definitive proxy statement and a form of proxy will be
mailed to the shareholders of the company. BEFORE MAKING ANY VOTING DECISION, JO-ANNS SHAREHOLDERS
ARE URGED TO READ THE PROXY STATEMENT REGARDING THE MERGER CAREFULLY AND IN ITS ENTIRETY BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Jo-Anns shareholders will be able to
obtain, without charge, a copy of the proxy statement (when available) and other relevant documents
filed with the SEC from the SECs website at http://www.sec.gov. Jo-Anns shareholders will also be
able to obtain, without charge, a copy of the proxy statement and other relevant documents (when
available) by directing a request by mail or telephone to Jo-Ann Stores Inc., Attn: Corporate
Communications, 5555 Darrow Road, Hudson, Ohio 44236, telephone: (330) 463-6865, or from the
investor relations section of the companys website, http://www.joann.com.
Participants in Solicitation
Jo-Ann and its directors and officers may be deemed to be participants in the solicitation of
proxies from Jo-Anns shareholders with respect to the special meeting of shareholders that will be
held to consider the Merger. Information about Jo-Anns directors and executive officers and their
ownership of the companys common stock is set forth in the proxy statement for Jo-Anns 2010
Annual Meeting of Shareholders, which was filed with the SEC on April 26, 2010. Shareholders may
obtain additional information regarding the interests of Jo-Ann and its directors and executive
officers in the Merger, which may be different than those of Jo-Anns shareholders generally, by
reading the proxy statement and other relevant documents regarding the Merger, when filed with the
SEC.