Tomy is to buy RC2 in a deal which is valued at around $640 million.
The deal means the Japanese-based toy company will significantly boost its global profile, adding business in North America and Europe.
Tomy, through its US subsidiary, will make an offer to purchase all outstanding shares of RC2 common stock for $27.90 per share. The tender offer price represents a 30.9 per cent premium to RC2’s average closing stock price over the three-month period ended March 9th, 2011, and a 27.2 per cent premium over the closing price of RC2’s common stock on March 9th, 2011.
The offer is scheduled to commence in ten business days and is expected to close during the second quarter of 2011. It is subject to certain customary conditions, including the tender of a majority of the outstanding shares of RC2’s common stock on a fully-diluted basis. The transaction is not conditioned on financing. Following completion of the tender offer, Tomy will acquire the remaining outstanding shares of RC2’s common stock for $27.90 per share through a second-step merger.
Kantaro Tomiyama, CEO of Tomy, commented: "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. We have known and admired RC2’s excellent team and their achievements over their 22-year history, and look forward to their contribution to our combined group. The operational fit and future growth prospects make this an excellent transaction for our customers, employees and shareholders."
Curt Stoelting, CEO of RC2, added: "This is an exciting day for all of us at RC2 and we couldn’t be more pleased to be joining forces with the team at Tomy. First and foremost, I would like to thank our talented management and team members, our licensing partners, our customers, and our loyal consumers who have helped build RC2 into a leading mother, infant, toddler, preschool, youth and adult products company.
"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 to better serve our licensing partners, customers and consumers.”