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8-K - FORM 8-K - A.C. Moore Arts & Crafts, Inc. | c24319e8vk.htm |
Exhibit 99.1
A.C. Moore Files Form 10-Q for Third Fiscal Quarter 2011
Berlin, New Jersey, November 7, 2011 A.C. Moore Arts & Crafts, Inc. (NASDAQ:
ACMR) (A.C. Moore or the Company) announced that its quarterly report on Form 10-Q for the
fiscal quarter ended October 1, 2011 will be filed with the Securities and Exchange Commission
today. In light of the Companys entry into a definitive merger agreement on October 3, 2011 with
Nicole Crafts LLC and Sbars Acquisition Corporation and the related pending tender offer by Sbars
Acquisition Corporation, A.C. Moore will not hold an investor conference call to discuss results
for the third fiscal quarter 2011.
About A.C. Moore
A.C. Moore is a specialty retailer of arts, crafts and floral merchandise for a wide range of
customers. The Company currently serves customers through its 134 stores located in the Eastern
United States and nationally via its e-commerce site, www.acmoore.com. For more information about
A.C. Moore, visit its website at www.acmoore.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by
words such as anticipate, expect, believe, plan, intend, predict, will, may and
similar terms. Forward-looking statements in this press release include, but are not limited to,
statements regarding the anticipated timing of filings relating to the transaction; statements
regarding the expected timing of the completion of the transaction; statements regarding the
ability to complete the transaction considering the various closing conditions; statements
regarding prospective performance and opportunities; any statements of expectation or belief; and
any statements of assumptions underlying any of the foregoing. The forward-looking statements
contained in this press release related to future results and events are based on A.C. Moores
current expectations, beliefs and assumptions about its industry and its business. Forward-looking
statements, by their nature, involve risks and uncertainties and are not guarantees of future
performance. Actual results may differ materially from the results discussed in the
forward-looking statements due to a variety of risks, uncertainties and other factors, including,
but not limited to, uncertainties as to the timing of the tender offer and the merger;
uncertainties as to how many of A.C. Moores shareholders will tender their stock in the tender
offer; the risk that the transaction may not be approved by A.C. Moores shareholders were the
transaction to be consummated as a one-step merger; the outcome of any legal proceedings that have
been or may be instituted against A.C. Moore and/or others relating to the transaction; the risk
that competing offers will be made; the possibility that
various closing conditions for the
transaction may not be satisfied or waived; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, including a
termination under circumstances that could require A.C. Moore to pay a termination fee; the failure
of Nicole Crafts LLC to obtain the necessary financing or alternative financing to consummate the
transaction or the failure of that financing to be sufficient to complete the transaction; the
failure of the merger to close for any reason; the amount of the costs, fees, expenses and charges
related to the merger; the effects of disruption from the transaction making it more difficult to
maintain relationships with employees, customers, vendors or other business partners; other
business effects, including, but not limited to, the effects of industry, economic or political
conditions outside of A.C. Moores control; actual or contingent liabilities; and other risks and
uncertainties discussed in documents filed with the SEC by A.C. Moore, including, but not limited
to, the solicitation/recommendation statement and merger proxy statement filed by A.C. Moore.
Investors and shareholders are cautioned not to place undue reliance on these forward-looking
statements. Unless required by law, A.C. Moore undertakes no obligation to update any
forward-looking statements, whether as a result of new information, future events or otherwise.
Readers are also urged to review carefully and consider the various disclosures in A.C. Moores SEC
periodic and interim reports, including but not limited to its Annual Report on Form 10-K, as
amended, for the fiscal year ended January 1, 2011, Quarterly Report on Form 10-Q for the fiscal
quarter ended April 2, 2011, Quarterly Report on Form 10-Q for the fiscal quarter ended July 2,
2011 and Current Reports on Form 8-K filed from time to time by A.C. Moore. All forward-looking
statements are qualified in their entirety by this cautionary statement.
Notice to Investors
This press release is neither an offer to purchase nor a solicitation of an offer to sell any
securities. The solicitation and the offer to buy shares of A.C. Moore common stock is being made
pursuant to an offer to purchase and related materials that affiliates of Sbars, Inc. have filed
with the SEC. Affiliates of Sbars have filed a tender offer statement on Schedule TO with the
SEC, and A.C. Moore has filed a solicitation/recommendation statement on Schedule 14D-9 with
respect to the offer. The tender offer statement (including an offer to purchase, a related letter
of transmittal and other offer documents) and the solicitation/recommendation statement contain
important information that should be read carefully and considered before any decision is made with
respect to the tender offer. These materials are being sent free of charge to all shareholders of
A.C. Moore. In addition, all of these materials (and all other materials filed by A.C. Moore with
the SEC) are available at no charge from the SEC through its website at www.sec.gov. Free copies
of the offer to purchase, the related letter of transmittal and certain other offering documents
are also available by contacting D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, New
York 10005 (for information by telephone: Banks and Brokers Call Collect: (212) 269-5550; All
Others Call Toll-Free: (800) 755-7250). Investors and shareholders may also obtain free copies of
the documents filed with the SEC from A.C. Moore by contacting David Stern, Chief Financial and
Administrative Officer, A.C. Moore Arts & Crafts, Inc., 130 A.C. Moore Drive, Berlin, New Jersey
08009, (856) 768-4943.
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Additional Information about the Merger and Where to Find It
In connection with the potential one-step merger, A.C. Moore has filed a preliminary proxy
statement with the SEC. Additionally, A.C. Moore will file other relevant materials with the SEC
in connection with the proposed acquisition pursuant to the terms of an Agreement and Plan of
Merger between the parties. The materials filed and to be filed by A.C. Moore with the SEC may be
obtained free of charge at the SECs web site at www.sec.gov. Investors and
shareholders also may obtain free copies of the proxy statement and other relevant materials from
A.C. Moore by contacting David Stern, Chief Financial and Administrative Officer, A.C. Moore Arts &
Crafts, Inc., 130 A.C. Moore Drive, Berlin, New Jersey 08009, (856) 768-4943. Investors and
security holders of A.C. Moore are urged to read the proxy statement and the other relevant
materials when they become available before making any voting or investment decision with respect
to the proposed merger because they will contain important information about the merger and the
parties to the merger.
A.C. Moore and its directors, executive officers and other members of management and employees,
under the SEC rules, may be deemed to be participants in the solicitation of proxies of A.C. Moore
shareholders in connection with the proposed merger. Investors and security holders may obtain
more detailed information regarding the names, affiliations and interests of certain of A.C.
Moores executive officers and directors in the solicitation by reading A.C. Moores Proxy
Statement for its 2010 Annual Meeting of Shareholders and Annual Report on Form 10-K, as amended,
for the fiscal year ended January 1, 2011, as well as the proxy statement and other relevant
materials which were filed and will be filed with the SEC in connection with the merger when they
become available. Information concerning the interests of A.C. Moores participants in the
solicitation, which may, in some cases, be different than those of A.C. Moores shareholders
generally, will be set forth in the definitive proxy statement relating to the merger when it
becomes available.
For more information about A.C. Moore, contact:
A.C. Moore Arts & Crafts, Inc.
David Stern
Chief Financial and Administrative Officer
(856) 768-4943
David Stern
Chief Financial and Administrative Officer
(856) 768-4943
For information about the tender offer, contact:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
For information by telephone:
Banks and Brokers Call Collect: 212-269-5550
All Others Call Toll-Free: 800-755-7250
48 Wall Street, 22nd Floor
New York, New York 10005
For information by telephone:
Banks and Brokers Call Collect: 212-269-5550
All Others Call Toll-Free: 800-755-7250
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