Attached files
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EX-2.1 - EX-2.1 - RC2 CORP | c63497exv2w1.htm |
EX-10.3 - EX-10.3 - RC2 CORP | c63497exv10w3.htm |
EX-10.5 - EX-10.5 - RC2 CORP | c63497exv10w5.htm |
EX-10.1 - EX-10.1 - RC2 CORP | c63497exv10w1.htm |
EX-10.4 - EX-10.4 - RC2 CORP | c63497exv10w4.htm |
EX-10.8 - EX-10.8 - RC2 CORP | c63497exv10w8.htm |
EX-10.7 - EX-10.7 - RC2 CORP | c63497exv10w7.htm |
EX-10.2 - EX-10.2 - RC2 CORP | c63497exv10w2.htm |
EX-10.6 - EX-10.6 - RC2 CORP | c63497exv10w6.htm |
EX-10.9 - EX-10.9 - RC2 CORP | c63497exv10w9.htm |
EX-10.11 - EX-10.11 - RC2 CORP | c63497exv10w11.htm |
EX-10.10 - EX-10.10 - RC2 CORP | c63497exv10w10.htm |
8-K - FORM 8-K - RC2 CORP | c63497e8vk.htm |
Exhibit 99.1
Contact:
RC2 Investor Relations
630-573-7300
RC2 Investor Relations
630-573-7300
TOMY Company, Ltd. Agrees to Acquire RC2 Corporation
for US$27.90 per Share in Cash
for US$27.90 per Share in Cash
| US$640 million transaction strengthens global reach | ||
| Leverages complementary global distribution networks | ||
| Expands brand portfolio and strengthens product development capabilities |
Japan, March 11, 2011 / U.S.A., March 10, 2011 TOMY COMPANY, LTD. (Tokyo Stock Exchange, First
Section: 7867) (Tomy), a Japan based leading global toy and infant products company and RC2
Corporation (NASDAQ: RCRC) (RC2), a U.S. based leading designer, producer and marketer of a broad
range of innovative, high-quality toys and infant products, today announced that they have entered
into a definitive agreement pursuant to which Tomy will acquire RC2 through an all-cash tender
offer and second-step merger valued at approximately US$640 million.
The transaction was approved by the Board of Directors of Tomy. RC2s Board of Directors has also
approved the agreement and recommended that RC2s stockholders tender their shares to Tomy pursuant
to the offer. Tomy, through a U.S. subsidiary, will make an offer to purchase all outstanding
shares of RC2 common stock for US$27.90 per share. The tender offer price represents a 30.9%
premium to RC2s average closing stock price over the three-month period ended March 9, 2011, and a
27.2% premium over the closing price of RC2s common stock on March 9, 2011. The tender offer is
scheduled to commence in 10 business days and is expected to close during the second quarter of
2011. The tender offer is subject to certain customary conditions, including the tender of a
majority of the outstanding shares of RC2s common stock on a fully-diluted basis. The transaction
is not conditioned on financing. Following completion of the tender offer, Tomy will acquire the
remaining outstanding shares of RC2s common stock for US$27.90 per share through a second-step
merger.
The transaction will strengthen both companies and create a global platform to drive further growth
from existing owned and licensed brands as well as launch new global brands and product lines,
ultimately delivering significant benefits to consumers, customers and employees. The combined
companies will benefit from a more diversified product portfolio, greater leverage of Tomys
extensive R&D, sourcing and manufacturing network and greater access to the U.S. and Japan, two of
the worlds largest toy and
juvenile product markets. RC2s brands will continue to be managed by
the current leadership team who are expected to drive future development of the business.
Kantaro Tomiyama, President & CEO of Tomy commented, This merger further enables Tomy to move
towards our goal of increasing our global profile adding significant additional business in North
America and Europe, creating a stronger global platform for future growth. We have known and
admired RC2s excellent team and their achievements over their 22-year history, and look forward to
their contribution to our combined group. The operational fit and future growth prospects make this
an excellent transaction for our customers, employees and shareholders.
Curt Stoelting, Chief Executive Officer of RC2, added, This is an exciting day for all of us at
RC2 and we couldnt be more pleased to be joining forces with the team at Tomy. First and
foremost, I would like to thank our talented management and team members, our licensing partners,
our customers, and our loyal consumers who have helped build RC2 into a leading mother, infant,
toddler, preschool, youth and adult products company. Our management team together with Tomys
looks forward to expanding our existing product lines, developing additional new brands and product
categories and increasing our global reach to better serve our licensing partners, customers and
consumers.
RC2s mother, infant, toddler and preschool products are primarily marketed under its Learning
Curve® family of brands, which includes The First Years®, Lamaze® and JJ Cole® Collections brands,
as well as popular and classic licensed properties such as Thomas & Friends, Bob the Builder,
Special Agent Oso, Chuggington, Dinosaur Train, John Deere, Disneys Winnie the Pooh, Princesses,
Cars, Fairies and Toy Story, Ziploc and other well-known properties. RC2 markets its youth and
adult products primarily under the Johnny Lightning® and Ertl® brands. RC2 reaches its target
consumers through multiple channels of distribution throughout North America, Europe, Australia,
Asia Pacific and South America.
Tomy is Japans largest global toy and childrens merchandise company with 25 subsidiaries and
affiliated companies worldwide. This transaction is consistent with Tomys strategic roadmap
revealed in 2008 targeting re-engineering and globalization as keys for success during the period
of FY2009 through FY2012. Acquiring RC2 allows Tomy to better leverage its leading position in
Japan by expanding globally and increasing its geographic diversification. Tomy is already among
the top five traditional toy companies in the world and has gained prominence in the U.S. toy
market since the 1970s with the establishment of Tomy Corporation in 1973. RC2s market-leading
position will not only complement
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and strengthen Tomys existing U.S. business, but will also form
one of the strategic pillars of Tomys global business platform.
Under the terms of the merger agreement, RC2 may solicit acquisition proposals from third parties
for a period of 30 calendar days continuing through April 9, 2011, subject to extension for an
additional 15 calendar days in limited circumstances. It is not anticipated that any developments
will be disclosed with regard to this process unless RC2s Board of Directors decides to accept a
superior proposal or to require Tomy to extend the offer in connection with a potential superior
proposal in the limited circumstances provided in the merger agreement. The merger agreement
provides Tomy with a customary right to match a superior proposal. There are no guarantees that
this process will result in an alternative transaction.
BofA Merrill Lynch is acting as exclusive financial adviser to Tomy, while Skadden, Arps, Slate,
Meagher & Flom LLP and Nishimura & Asahi are acting as legal advisers for Tomy with regard to the
transaction. Robert W. Baird & Co. is acting as exclusive financial adviser to RC2 and Reinhart
Boerner Van Deuren s.c. is acting as its legal adviser.
Important Information About the Tender Offer
This announcement and the description contained herein are for informational purposes only and are
not an offer to purchase or a solicitation of an offer to sell securities of RC2. The tender offer
described herein has not yet been commenced. At the time the tender offer is commenced, Tomy will
file a tender offer statement on a Schedule TO with the Securities and Exchange Commission (the
SEC), and RC2 will file with the SEC a solicitation/recommendation statement on Schedule 14D-9
with respect to the offer. The tender offer statement (including offer to purchase, a related
letter of transmittal and other offer documents) and the solicitation/recommendation statement will
contain important information about the tender offer and proposed merger that should be read
carefully before any decision is made with respect to the tender offer. RC2s stockholders can
obtain all of these documents (and all other offer documents filed with the SEC) when they are
filed and become available free of charge from the SECs website at www.sec.gov. In addition, free
copies of the tender offer statement and related material may be obtained, when they become
available at Tomys website at www.takaratomy.co.jp/company/release/ir/index.html; and the
solicitation/recommendation statement, and related materials may be obtained, when available,
without charge, by directing a request to 1111 West 22nd Street, Suite 320, Oak Brook,
Illinois 60523, or on RC2s corporate website at www.rc2.com.
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Forward Looking Statements
Certain statements contained in this press release about our expectations of future events or
results constitute forward-looking statements for purposes of the safe harbor provisions of The
Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by terminology such as,
may, should, expects, plans, anticipates, believes, estimates, predicts,
potential, continue, or the negative of these terms or other comparable terminology. Such
forward-looking statements are based on currently available competitive, financial and economic
data and managements views and assumptions regarding future events. Such forward-looking
statements are inherently uncertain, and investors must recognize that actual results may differ
from those expressed or implied in the forward-looking statements. In addition, certain factors
could affect the outcome of the matters described in this press release. These factors include, but
are not limited to, (1) the occurrence of any event, change or other circumstances that could give
rise to the termination of the merger agreement, (2) the outcome of any legal proceedings that may
be instituted against us or others following the announcement of the merger agreement, (3) the
inability to complete the tender offer or the merger due to the failure to satisfy the conditions
in the merger agreement, (4) risks that the proposed transaction disrupts current plans and
operations, and (5) the costs, fees and expenses related to the transaction. RC2 has provided
additional information regarding risks associated with the business in its Annual Report on Form
10-K for the year ended December 31, 2010 as well as other filings with the SEC, available for
viewing on RC2s website at www.rc2.com and on the SECs website at www.sec.gov. You are urged to
consider these factors carefully in evaluating the forward-looking statements herein and are
cautioned not to place undue reliance on such forward-looking statements, which are qualified in
their entirety by this cautionary statement. These statements are based on information as of the
date of this press release and neither Tomy nor RC2 assumes any obligation to update any
forward-looking statements, whether as a result of new information, future events, or otherwise.
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