UPDATED: Tomy to Acquire RC2
Playthings Staff -- Gifts and Dec, 3/24/2011 10:19:00 AM
Tokyo, Japan - Major toy vendor Tomy Company Ltd. will acquire fellow toy manufacturer RC2 Corp. for approximately 
$640 million. The tender offer, originally announced on March 11, began on March 24.
Tomy, through a U.S. subsidiary, will offer to purchase all outstanding shares of RC2 common stock for $27.90 per share, a 30.9 percent premium over RC2's average closing stock price for the three months ended March 9. The offer is scheduled to start in 10 business days and close during the second quarter of 2011. Afterwards, Tomy will acquire the remaining outstanding shares of RC2's common stock at the same price through a second-step merger.
RC2's brands, which include Learning Curve, Johnny Lightning and Ertl, will continue to be managed by the current leadership team.
Under the terms of the merger agreement, RC2 may solicit acquisition proposals from third parties for a period of 30 calendar days continuing through April 9, subject to extension for an additional 15 calendar days in limited circumstances. Tomy has the right to match a superior proposal.
Kantaro Tomiyama, president & CEO of Tomy, said in a statement, "This merger further enables Tomy to move towards our goal of increasing our global profile adding significant additional business in North America and Europe, creating a stronger global platform for future growth."
Curt Stoelting, CEO of RC2, said, "Our management team together with Tomy's looks forward to expanding our existing product lines, developing additional new brands and product categories and increasing our global reach."
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