Attached files
file | filename |
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8-K - FORM 8-K - JO-ANN STORES INC | l41444e8vk.htm |
EX-99.3 - EX-99.3 - JO-ANN STORES INC | l41444exv99w3.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 99.5
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Team Member FAQs
1. | What does it mean to go private? | |
As a public company, Jo-Ann is owned by public shareholders (institutional and individual investors) and our stock trades on the New York Stock Exchange. If the company goes private, Jo-Anns stock will then be owned by a private equity firm and therefore is no longer traded on the public market. | ||
2. | Who made this decision? | |
A major part of the responsibilities of the Jo-Ann board of directors is to evaluate business and strategic opportunities available to Jo-Ann. When the board received this offer to acquire the company, they formed a special committee comprised of independent directors to evaluate the offer. The special committee, guided by financial and legal advisors, negotiated this transaction and recommended it to the full board of directors. This proposed transaction provides shareholders with a significant premium delivering immediate value and it enhances our ability to execute on our strategic growth plan benefitting our Team Members, suppliers, customers and communities. | ||
3. | What is a private equity firm? | |
A private equity firm raises private capital (money) from corporate and public pension funds, endowments, foundations and other investors and invests that capital in both public and private companies. | ||
4. | What firm made the offer? Who is Leonard Green & Partners? | |
The offer is from Leonard Green & Partners, L.P. They are a well-known and highly regarded private equity firm with significant experience in Specialty Retail. They have a long and successful history of investing in industry leaders. | ||
About Leonard Green & Partners, L.P. | ||
Leonard Green & Partners, L.P. is a private equity firm with over $9 billion in equity commitments under management. Based in Los Angeles, Leonard Green & Partners invests in market-leading companies across a range of industries but with significant current retail investments including Whole Foods Market, PETCO, Leslies Poolmart, Sports Authority, The Container Store, Tourneau, Davids Bridal, Neiman Marcus Group, Jetro Cash & Carry, Tire Rack and Rite Aid. | ||
Leonard Green & Partners is also one of the firms that recently announced plans to purchase J. Crew. | ||
5. | Will anyone else offer a bid for the company? | |
The board of directors will be permitted to solicit alternative proposals through February 14, 2011, to ensure the transaction is the best available for shareholders. After February 14, 2011, third parties can submit competing offers (subject to certain specified limitations) until our shareholders vote on and approve the transaction. | ||
6. | What happens if another offer is made for the company? | |
Should another offer be made, the Special Committee, with the assistance of its advisors, will evaluate the offer to determine whether it is superior to the one made by Leonard Green & Partners. The special committee will not disclose developments related to the solicitation process unless, and until, the Special Committee and the board have made a decision. |
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7. | What does this mean to me? Will I lose my job? | |
Our plan is to continue doing what we do, the way we do it, and with the people that do it. This proposed transaction would change nothing about your responsibilities or our business. All of us will continue to work hard and remain focused on executing our strategy. We will continue to adjust and shift our resources based upon the demands of our business, as we always have. | ||
8. | Will this impact my salary or benefits? | |
Compensation and benefit programs have not yet been finalized. We recognize the need to offer competitive compensation and benefits and will continue to do so in order to motivate and reward our Team Members. | ||
9. | When will this be final? | |
If no superior offer is made, the transaction is expected to close in the first half of 2011 (FY12). | ||
10. | What should we do until the transaction closes? | |
This announcement has no impact on the day-to-day operations of our business, so everyone should continue doing exactly what they have always done. We recognize news like this can be distracting, but we need everyone to stay focused on executing against our goals and delivering a strong FY11. Given that we are at the peak of the holiday season, this focus is even more critical. | ||
11. | What should we tell customers or vendors? | |
Please direct any questions on this transaction to the investor relations link at www.joann.com where we will post our press release and any other relevant information pertaining to the announcement. You should otherwise not comment on the proposed transaction. | ||
12. | Will we be given updates on the status of the transaction? If so, when? | |
We commit to keeping you as informed as we can. Obviously, there are legal restraints in these types of transactions that prevent us from communicating with you in our usual way. | ||
13. | What should I do if I am contacted by the media? | |
As with all media inquiries, please direct them to Lisa Greb in Corporate Communications (330-463-3442). | ||
14. | What if I have more questions? | |
Should you have any additional questions, we have established a Gmail mailbox called Going Private where questions can be sent. If we have the information necessary to respond to your questions and there are no legal restraints keeping us from answering your questions, we will post answers on the Jo-Ann intranet home page. We will make every effort to respond to all appropriate questions we receive, while working within legal constraints. |
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
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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.