Shawshank, VA 4/16/12 (StreetBeat) -- Dreams, Inc. (Amex: DRJ), a technology-driven, multi-channel retailer focused on the licensed sports products industry, has signed a definitive merger agreement with Fanatics, Inc., a leading online seller of licensed sports products.The agreement calls for Fanatics to acquire all the outstanding shares of the company for $3.45 per share in cash for an aggregate transaction value of approximately $183 million, taking into account $25 million of outstanding debt. The offer represents a premium of 32.0% over Dreams’ closing share price of $2.61 on April 13, 2012, the last trading day prior to this announcement.
The Board of Directors of Dreams has unanimously approved the transaction, which is subject to customary closing conditions, including the approval of Dreams’ shareholders and regulatory approvals. The transaction is expected to close in the third quarter of 2012.
Dreams President and CEO Ross Tannenbaum, Chairman Sam Battistone and other shareholders who collectively own approximately 35% of the outstanding shares of Dreams have each entered into voting and support agreements by which they have committed to vote in favor of the proposed merger transaction.
“Fanatics shares our focus on the customer, innovation, and growth,” said Ross Tannenbaum. “This combination will enhance Dreams’ ability to achieve its goals, while realizing a significant and immediate all-cash premium for our shareholders. I am confident this merger is the right decision for Dreams and our shareholders.”
Dr. Phillip Frost, Dreams’ third largest shareholder, Chairman of Teva Pharmaceuticals (NYSE:TEVA) and Chairman and CEO of Opko (NYSE:OPKO), commented: “Ross and his executive team have built a terrific company and ultimately were able to deliver meaningful value to all of its shareholders.”
“Today is an exciting day for all sports fans,” said Fanatics’ CEO Alan Trager. “We are bringing together two of the most passionate management teams in licensed sports products. The addition of Dreams will enable Fanatics to accelerate our investments in product assortment, mobile and e-commerce technology, and a regional fulfillment infrastructure to better serve our customers and our partners. Together, we will be much better positioned to deliver a superior customer experience.”
In conjunction with the acquisition, Fanatics entered into definitive equity financing with Insight Venture Partners.
Jefferies & Company, Inc. acted as the exclusive financial advisor and Roetzel & Andress, LPA served as legal advisor to Dreams. Morgan, Lewis & Bockius LLP served as legal adviser to Fanatics, Inc.
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