NEW YORK — Goody’s Family Clothing Inc., which recently announced it would be acquired by Sun Capital Partners IV LP, said it received a competing — and higher-priced — bid from a third party, and that it is considering the new offer.
Goody’s said in a statement Wednesday that a party who had originally offered a bid during an exclusivity period with Sun Capital Partners has reaffirmed its interest in acquiring the company by submitting a revised acquisition proposal. The bid offers a cash price of $8.50 a share for all of Goody’s outstanding shares, 50 cents higher than the accepted bid from Sun Capital Partners IV, an affiliate of Sun Capital Partners Inc.
The proposal makes the acquisition worth about $281.4 million, given that Goody’s has 33.1 million shares outstanding. The retailer said in the statement that the new proposal takes into account its obligations to pay a termination fee and expenses under its initial agreement with Sun Capital Partners.
Goody’s also said in the statement that its board believes the offer “would reasonably be expected to lead to a superior proposal.” Additionally, the company’s board will conduct a review within the next 10 days “to determine whether the offer is a superior proposal.”
The original acquisition agreement between Goody’s and Sun Capital Partners, which was first announced Oct. 6, called for an acquisition price of $8 per share, or about $264 million. The two firms entered into a definitive merger agreement on Oct. 10, and Sun Capital Partners was expected to acquire Goody’s via a cash tender offer for all of the issued and outstanding Goody’s shares.
Goody’s stock is up about 17 percent since the initial announcement on Oct. 6 and closed Wednesday up 1.4 percent at $8.48 on news of the competing offer.
In a separate statement after the market closed, the retailer said two lawsuits were filed against it relating to the acquisition by Sun Capital. Both complaints seek class action certification of the lawsuits as well as “a determination that fiduciary duties were breached” by the retailer. Also, the lawsuits seek an “injunctive relief against the proposed transaction and unspecified damages.”
The Goodfriend family owns approximately 42 percent of the firm’s outstanding shares and had agreed to tender their shares in the transaction with Sun Capital. Goody’s said in a statement on Monday that its board had unanimously approved that transaction.
Also on Monday, Robert Goodfriend, chairman and chief executive officer of Knoxville, Tenn.-based Goody’s, acknowledged the firm had received two unsolicited offers during the exclusive negotiating period with Sun Capital Partners. However, the offers were received before the two parties offering the unsolicited bids had reviewed the agreement with Sun Capital Partners, that is, before the merger agreement had been made public.
Goody’s operates 368 stores in 20 states, not including six closed stores due to hurricane damage.
Sun Capital Partners Inc. said its affiliates manage about $2.5 billion in equity capital.