SBAR'S ACQUISITION CORPORATION SUCCESSFULLY COMPLETES TENDER
OFFER FOR SHARES OF A.C. MOORE ARTS & CRAFTS, INC.
Moorestown, NJ and Berlin, NJ, November 17, 2011 - Sbar's,
Inc. ("Sbar's") and A.C. Moore Arts & Crafts, Inc. (NASDAQ:
ACMR) ("A.C. Moore" or the "Company") today announced the
successful completion of the tender offer by Nicole Crafts
LLC and Sbar's Acquisition Corporation ("Purchaser"),
affiliates of Sbar's, for all of the outstanding shares of
common stock of A.C. Moore for $1.60 per share, net to the
seller in cash without interest. The tender offer expired, as
scheduled, at 12:00 midnight, New York City time, at the end
of Wednesday, November 16, 2011 and was not extended.
The depositary for the tender offer has advised that, as of
the offer's expiration, 21,504,096 shares of A.C. Moore
common stock were tendered and not withdrawn pursuant to the
Offer, representing approximately 84.5% of the outstanding
shares. All of such shares have been accepted for payment by
Purchaser in accordance with the terms of the tender
offer.
Pursuant to the previously announced merger agreement,
Purchaser will effect a "short-form" merger under applicable
Pennsylvania law, without the affirmative vote of any other
A.C. Moore stockholder, which merger is expected to occur as
soon as practicable. In the merger, Purchaser will be merged
with and into A.C. Moore, with A.C. Moore surviving the
merger and continuing as a wholly-owned subsidiary of Nicole
Crafts LLC, an entity affiliated with Sbar's. Upon completion
of the merger, each outstanding share of common stock of A.C.
Moore, other than shares held or owned by A.C. Moore or any
of its subsidiaries or Nicole Crafts LLC or any of its
subsidiaries, or any stockholder of A.C. Moore who has
perfected its demand for
dissenters' rights under Pennsylvania law, will be
automatically cancelled and converted into the right to
receive cash equal to the $1.60 offer price per share without
interest and less any
required withholding taxes.
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.
About Sbar's
Sbar's is one of the largest distributors in the United
States supplying arts and crafts
merchandise, including its proprietary Nicole Crafts
products, to retailers. Sbar's began in 1952 as a small
craft, hobby and school supply store in Camden, New Jersey
and today operates from its 300,000 square foot distribution
center located in Moorestown, New Jersey. In addition to
being a merchandise distributor, Sbar's operates seven arts
and crafts stores located in the Richmond, Virginia area. For
more information about Sbar's, visit its website at www.sbarsonline.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 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 the
Company's 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 transaction; the risk of litigation
relating to the transaction; the possibility that various
closing conditions for the transaction may not be satisfied
or waived; 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 the Company's control; transaction costs; actual or
contingent liabilities; and other risks and uncertainties
discussed in documents filed with the SEC by the Company,
including, but not limited to, the
solicitation/recommendation statement and merger proxy
statement filed by the Company. Investors and shareholders
are cautioned not to place undue reliance on these
forward-looking statements. Unless required by law, the
Company 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 the Company's 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, Quarterly Report on Form
10-Q for the fiscal quarter ended October 1, 2011 and Current
Reports on Form 8-K filed from time to time by the Company.
All forward-looking statements are qualified in their
entirety by this cautionary statement.
For More Information Contact:
A.C. Moore Arts & Crafts, Inc. David Stern
Chief Financial and Administrative Officer
(856) 768-4943
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- A.C. Moore Arts & Crafts : Sbar's Acquisition Corp. Completes Tender Offer for Shares of ACMR