AAH Holdings Corporation today
announced the consummation of the merger of AAH Holdings' indirect wholly-
owned subsidiary, Amscan Acquisition, Inc., with and into Factory Card &
Party Outlet Corp., in accordance with the terms of the Agreement and Plan
of Merger, dated as of September 17, 2007 (the "Merger Agreement"), among
Amscan Holdings, Inc., a direct wholly-owned subsidiary of AAH Holdings,
Amscan Acquisition, and Factory Card & Party Outlet. Factory Card & Party
Outlet common stock was suspended from trading on the Nasdaq Global Market
as of the close of trading on November 16, 2007. The merger followed the
recently completed tender offer for all of the outstanding shares of
Factory Card & Party Outlet common stock by Amscan Acquisition.
The merger of Amscan Acquisition and Factory Card & Party Outlet was
consummated on November 16, 2007 without a meeting of the stockholders of
Factory Card & Party Outlet in accordance with Delaware's short-form merger
statute and the Merger Agreement. As a result of the merger, Factory Card &
Party Outlet is a wholly-owned subsidiary of Amscan Holdings, and each
remaining outstanding share of Factory Card & Party Outlet common stock was
converted into the right to receive $16.50 per share, net to the seller in
cash, without interest and less any applicable withholding tax, other than
shares held by Amscan Holdings, its subsidiaries or Factory Card & Party
Outlet stockholders that perfect their rights to appraisal in accordance
with Delaware law. Information will be mailed to former Factory Card
stockholders who did not tender their shares in the tender offer explaining
the steps to be taken to obtain the merger consideration or exercise
statutory appraisal rights under Delaware law.
AAH Holdings Corporation
AAH Holdings Corporation, a company primarily owned by Berkshire
Partners, Weston Presidio and AAH Holdings management, designs,
manufactures, and distributes party goods, including paper and plastic
tableware, metallic balloons, accessories, novelties, gifts and stationery.
AAH Holdings' retail division currently operates more than 428
company-owned stores and has approximately 330 franchise stores in the
United States. After giving effect to the acquisition, AAH Holdings'
operating units will have annual sales of approximately $1.4 billion.
Including the sales of franchisee-owned stores, total network sales will be
approximately $2.0 billion.
Source: AAH
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