Blair, Appleseed's agree to $173.6 million merger

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Blair Corp. Jan. 23 announced it has entered into a $173.6 million definitive merger agreement with Appleseed's Topco Inc, a division of private investment firm Golden Gate Capital.

The deal calls for Appleseed's to acquire all of the outstanding shares of Blair's common stock in an all-cash transaction of $42.50. This figure represents a significant premium over the per-share amount Appleseed's and Golden Gate originally offered -- $37.50 -- in a letter dated Jan. 3.

The latest offer also represents an approximate 23.6 percent premium to the prior four weeks' average closing price of Blair's common stock.

Golden Gate has built quite a portfolio of women's specialty retail direct brands, including Spiegel, Newport News, Appleseed's, Draper's & Damon's, Norm Thompson and Haband.

The news follows a week of speculation after it was revealed that Appleseed's and San Francisco-based Golden Gate had made the Jan. 3 bid and had already acquired 8.1 percent of Blair's common stock.

Follow the close of the transaction, Blair (, Warren, PA, will become a private company and will operate as a wholly-owned subsidiary of Appleseed's, one of the largest direct marketers of women's apparel in the country. After the merger, it is expected that the combined entity will have annual revenue of over $1.1 billion.

Blair's board has unanimously approved the deal, which is expected to close in the spring of 2007.


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