Bed Bath & Beyond to acquire Cost Plus

Casual Living Staff -- Casual Living, 5/10/2012 9:54:00 AM

UNION, N.J. — Bed Bath & Beyond Inc. and Cost Plus, Inc. jointly announced they have entered into a definitive agreement under which Bed Bath & Beyond Inc. will acquire Cost Plus, Inc. in an all cash transaction.
Bed Bath & Beyond has agreed to make a cash tender offer for all outstanding shares of Cost Plus common stock at a price of $22 per share, followed by a merger in which all shareholders that have not tendered would receive the same consideration. Bed Bath & Beyond has also entered into agreements with Red Mountain Capital Partners LLC and Stephens Investment Holdings LLC, Cost Plus Inc.'s two largest shareholders.
According to a May 9 press release, the boards of directors of both companies have unanimously approved the terms of the transaction.
"We are thrilled about the prospects of welcoming the Cost Plus team and their customers and vendors to the Bed Bath & Beyond family," said Steven H. Temares, CEO, Bed Bath & Beyond. "Through the combination of the highly talented Cost Plus organization with our own dedicated associates, we expect to be able to do even more for, and with, our collective customers."
Barry J. Feld, CEO of Cost Plus, added, "Our successful merchandising and product collaborations over the last two years have demonstrated that our organizations work well together and that we can make key contributions to the continued success of the combined company."
The acquisition is expected to close during Bed Bath & Beyond's fiscal second quarter.
The consummation of the transaction is not subject to financing and will be funded by Bed Bath & Beyond Inc. with available cash.
Goldman, Sachs & Co. is acting as financial advisor to and Proskauer Rose LLP as legal advisor to Bed Bath & Beyond. Peter J. Solomon Company is acting as financial advisor to and Skadden, Arps, Slate, Meagher & Flom LLP as legal advisor to Cost Plus.