Founding Family Raises Offer for American Greetings

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The family that founded American Greetings has raised its offer to take the company private after the shares rose above the previous deal, and a special committee set up to evaluate the transaction requested that the family reconsider the price.  The Weiss family, which includes the company’s chairman Morry Weiss and his sons, Zev, the chief executive and Jeffrey, the president and chief operating officer raise their offer to $19 a share from the $18.20 in April in a regulatory filing on Tuesday.  This new offer values the company at $551 million, excluding its debt.

In a letter to the American Greetings special committee the Weiss family said, “The special committee asked us to reconsider the deal price in light of recent developments.  While we firmly believe that the $18.20 per share price is binding and remains fair, we have concluded that enhancing the price is the right thing to do.”

American Greetings shares increased shortly after the agreement was announced.  The Weiss family originally proposed acquiring the company in September with an offer of $17.18 a share.  They subsequently raised their offer to $17.50 a share in January and then to $18.20 in April. 

The American Greetings board formed a special committee to review the offer.  The Weiss family had no participation in that process.  The company said in a statement in April, “The committee concluded unanimously that the transaction with the Weiss family was fair and in the best interest of the company’s public shareholders (other than the Weiss family shareholders).” 

In May, one of American Greetings biggest stockholders opposed the deal.  TowerView an investor that owns a 6.2 percent stake in American Greetings, opposed the deal and requested that Peter J Solomon Company, the committee’s financial advisor, withdraw its finding that the deal was fair.  TowerView also wanted the special committee to reverse its opinion.

A TowerView representative could not be reached for comment.

The American Greetings roots have been traced back to Jacob Silberstein, a Polish immigrant who arrived in the United States in 1905.  He started buying postcards from German manufacturers and selling them to local merchants in Cleveland.  The family’s name was changed to Stone in the 1940s.  Morry Weiss is Irving Stone’s son-in-law.  Irving was a former chairman of American Greetings.

The special committee of the board was advised by the law firm Sullivan & Cromwell.  American Greetings was advised by the law firm Baker & Hostetler.

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Source: www.dealbook.nytimes.com

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