iParty Corp. to be Acquired by Party City
DEDHAM, Mass. and ROCKAWAY, N.J. -- March 1, 2013
iParty Corp. (NYSE MKT: IPT - news), a leading party goods retailer with a
strong presence in New England, and Party City Holdings Inc., North America’s
largest party supply retailer today announced that they have entered into a
definitive merger agreement under which Party City will acquire iParty for
$0.45 per share of iParty Common Stock and the greater of liquidation
preference or conversion value for each share of iParty Preferred Stock, in
cash. The purchase price for iParty Common Stock represents a 200% premium
over the closing price of iParty Common Stock as of February 28, 2013.
“Party City is a leading player in our industry and we could not be more
pleased with this outcome of the strategic review we initiated last year and
the return it affords to all of our stockholders, both Common and Preferred,”
said Sal Perisano, iParty’s Chairman and Chief Executive Officer. “The Party
City network with their Amscan distribution platform will benefit our stores
and products by significantly increasing our scale and broadening our
geographic presence. We look forward to working with Party City and its
management team as we integrate our companies.”
“We are excited to add iParty’s strong platform of retail stores to our
vertically integrated business model,” said Gerald C. Rittenberg, Party City’s
Chief Executive Officer. “By joining forces, we enhance our leadership
position and accelerate our growth throughout New England, a densely populated
region where we currently do not have a market presence. We have maintained a
relationship with iParty for many years and have long admired their strong
management team and well-recognized brand. We look forward to working together
to expand our combined geographic footprint and brand presence on a national
The transaction, which is currently expected to close during the second
quarter of 2013, is subject to customary closing conditions, including
approval by iParty’s shareholders.
Under the Merger Agreement, iParty [ ]will actively solicit superior proposals
from third parties for a period of 30 days continuing through March 31, 2013.
iParty does not intend to disclose developments with respect to this
solicitation process unless and until its Board of Directors has made a
decision regarding any superior proposals that may be made. There can be no
assurances that this solicitation will result in a superior proposal. For
further information regarding all items and conditions contained in the
definitive merger agreement, please see iParty’s Current Report on Form 8-K,
which will be filed with the SEC in connection with this transaction.
In connection with the Merger Agreement, the directors, certain executive
officers and the Estate of Robert Lessin, Robert H. Lessin Venture Capital,
LLC and Boston Millennia Partners, LP, each significant stockholders, have
signed agreements with Party City to vote their shares in favor of the Merger.
Thomas H. Lee Partners acquired a majority stake in Party City in June 2012.
Ropes & Gray LLP acted as legal advisor to Party City on this transaction.
Raymond James & Associates, Inc. acted as financial advisor to iParty on this
transaction and Posternak Blankstein & Lund LLP acted as legal advisor.
About Party City
Party City Holdings Inc. designs, manufactures, contracts for manufacture and
distributes party goods, including paper and plastic tableware, metallic
balloons, accessories, novelties, gifts, stationery and Halloween costumes,
and is North America’s No. 1 party retailer with more than 750 company-owned
and franchise locations throughout the United States, Canada and Puerto Rico.
Headquartered in Rockaway, N.J., Party City became part of the Amscan
Holdings, Inc., family in 2005. With Amscan’s worldwide facilities in Asia,
Europe and Australia, as well as distribution centers in the Americas, the
merger has made it possible to design, manufacture and distribute products in
the United States and overseas. The vision of providing more party for less
has made Party City the largest specialty party retailer and premiere
Halloween destination in North America. Please visit our site at
About iParty Corp.
Headquartered in Dedham, Massachusetts, iParty Corp. is a party goods retailer
that operates 54 iParty retail stores in New England and Florida and an
internet site (www.iparty.com) for costume and related goods and party
planning. iParty’s aim is to make throwing a successful event both stress-free
and fun. With an extensive assortment of party supplies and costumes in our
stores and available at our online store, iParty offers consumers a
sophisticated, yet fun and easy-to-use, resource to help them customize any
party, including birthday bashes, Easter get-togethers, graduation parties,
summer barbecues and, of course, Halloween. In addition to the extensive
assortment of costume and related merchandise available through iParty’s
internet site our web site focuses on increasing customer visits to our retail
stores by highlighting the ever changing store product assortment for all
occasions and seasons and featuring sales flyers, enter-to-win contests,
monthly coupons and ideas and themes offering consumers an easy and fun
approach to any party. iParty aims to offer reliable, time-tested knowledge of
party-perfect trends, and superior customer service to ensure convenient and
comprehensive merchandise selections for every occasion. Please visit our site
Additional Information and Where You Can Find It
In connection with the proposed transaction, iParty will file a proxy
statement and other relevant documents concerning the proposed transaction
with the SEC. Investors and security holders of iParty are urged to read the
proxy statement and any other relevant documents filed with the SEC when they
become available, because they will contain important information about iParty
and the proposed transaction that should be considered before making a
decision about the merger.
The proxy statement (when it becomes available) and any other documents filed
by iParty with the SEC may be obtained free of charge at the SEC’s web site at
www.sec.gov. In addition, investors and security holders may obtain free
copies of the documents filed with the SEC by iParty by contacting David
Robertson, iParty ‘s Chief Financial Officer, at 781-355-3770.
iParty and its directors and certain executive officers may, under SEC rules,
be deemed to be participants in the solicitation of proxies from iParty’s
shareholders in connection with the transaction. Information regarding the
directors and executive officers and their respective interests in the Company
by security holdings or otherwise is included in the Company’s proxy
statements and Annual Reports on Form 10-K, previously filed with the SEC, and
information concerning all of iParty’s participants in the solicitation will
be included in the proxy statement relating to the proposed transaction when
it becomes available.
Safe harbor statement under the Private Securities Litigation Reform Act of
This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 as contained in Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. You can identify these statements by the fact that they use words
such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “project,”
“plan,” “outlook,” and other words and terms of similar meaning. These
statements involve a number of risks and uncertainties that could cause actual
results to differ materially from the potential results discussed in the
forward-looking statements. Among the factors that could cause actual results
and outcomes to differ materially from those contained in such forward-looking
statements are the following: conditions to the closing may not be satisfied
and the transaction may involve unexpected costs, liabilities or delays any of
which could cause the transaction not to be consummated and those risks and
uncertainties set forth in iParty’s filings with the SEC. For a more detailed
discussion of risks and uncertainties which could cause actual results to
differ from those contained in the forward-looking statements, see Item1A,
“Risk Factors” of iParty's most recently filed Annual Report on Form 10-K for
the fiscal year ended December 31, 2011 and our other periodic reports filed
with the SEC. iParty is providing this information as of this date, and does
not undertake to update the information included in this press release,
whether as a result of new information, future events or otherwise.
David Robertson, 781-355-3770
Chief Financial Officer
Sard Verbinnen & Co.
Robin Weinberg/Devin Broda, 212-687-8080
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