BIRMINGHAM, Ala.--(BUSINESS WIRE)--Books-A-Million, Inc. (NASDAQ: BAMM) (the “Company”) today announced that its stockholders adopted, at a special stockholder meeting held today, the previously announced merger agreement pursuant to which Clyde B. Anderson, executive chairman of the Company, certain family members and related parties of Mr. Anderson and senior management of the Company (collectively, the “Purchaser Group”) will acquire the Company. Under the terms of the merger agreement, as a result of which the Company will become a privately held company, stockholders (other than members of the Purchaser Group) will be entitled to receive $3.25 in cash for each share of the Company’s common stock.
The merger agreement was adopted by the stockholders representing approximately 88.3% of the aggregate voting power of the Company’s outstanding common stock. In addition, the merger agreement was adopted by stockholders holding approximately 66.3% of the shares of the Company’s outstanding common stock not owned by the Purchaser Group and any officer of the Company (determined in accordance with Section 16(a) of the Securities Exchange Act of 1934), thus satisfying the “majority of the minority” stockholder approval condition in the merger agreement.
The merger is expected to close on or about December 10, 2015.
About Books-A-Million, Inc.
Books-A-Million, Inc. is one of the nation’s leading book retailers and sells on the Internet at www.booksamillion.com. The Company presently operates 257 stores in 32 states. The Company operates large superstores under the names Books-A-Million (BAM!), Books & Co. and 2nd & Charles and traditional bookstores operating under the names Bookland and Books-A-Million. Also included in the Company’s retail operations is the operation of Yogurt Mountain Holding, LLC, a retailer and franchisor of self-serve frozen yogurt stores with 40 locations. The Company also develops and manages commercial real estate investments through its subsidiary, Preferred Growth Properties. For more information, visit the Company’s corporate website at www.booksamillioninc.com. Follow Books-A-Million on Twitter (http://twitter.com/booksamillion) and like us on Facebook (http://facebook.com/booksamillion).
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Specifically, forward-looking statements may include statements relating to the completion of the proposed transaction and other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target,” “may,” “will,” or similar expressions (including the negative thereof). These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause our actual results, performance, or achievements to differ materially from any expected future results, performance, or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. These risks and uncertainties include, but are not limited to: the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that have been or may be instituted against the Company or others relating to the merger agreement; failure of the Company to draw funds from the Company’s existing credit facility required to fund the merger consideration or the failure to satisfy other conditions to consummation of the merger; the failure of the merger to close for any reason; the risk that the pendency of the merger disrupts current plans and operations and potential difficulties in employee retention as a result of the pendency of the merger; the effect of the announcement of the merger on the Company’s business relationships, operating results and business generally; and the amount of the costs, fees, expenses and charges related to the merger. There is no assurance that our expectations will be realized. If one or more of these risks or uncertainties materialize, or if our underlying assumptions prove incorrect, actual results may vary materially from those expected, estimated, or projected. Such risks and uncertainties also include those set forth under “Risk Factors” in our annual report on Form 10-K for the year ended January 31, 2015, and our other filings. Our forward-looking statements speak only as of the time that they are made and do not necessarily reflect our outlook at any other point in time. Our forward-looking statements are expressly qualified in their entirety by this cautionary statement. Readers are cautioned not to place undue reliance on these forward- looking statements that speak only as of the date hereof. Except to the extent otherwise required by federal securities law, we do not undertake any obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events or the receipt of new information. Readers are also urged to carefully review and consider the various disclosures in our SEC reports.