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TOYS ?R? US, INC. ANNOUNCES AGREEMENT TO BE ACQUIRED BY KKR, BAIN CAPITAL AND VORNADO FOR $26.75 PER SHARE IN $6.6 BILLION TRANSACTION

Release Agreement

TOYS ?R? US, INC.  ANNOUNCES AGREEMENT TO BE ACQUIRED

BY KKR, BAIN CAPITAL AND VORNADO FOR $26.75 PER SHARE IN

$6.6 BILLION TRANSACTION | Document Parties: Kohlberg Kravis Roberts & Co (KKR), Bain Capital Partners LLC | Toys R Us, Inc | Vornado Realty Trust You are currently viewing:
This Release Agreement involves

Kohlberg Kravis Roberts & Co (KKR), Bain Capital Partners LLC | Toys R Us, Inc | Vornado Realty Trust

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Title: TOYS ?R? US, INC. ANNOUNCES AGREEMENT TO BE ACQUIRED BY KKR, BAIN CAPITAL AND VORNADO FOR $26.75 PER SHARE IN $6.6 BILLION TRANSACTION
Date: 3/17/2005
Law Firm: Skadden Arps;Simpson Thacher    

TOYS ?R? US, INC.  ANNOUNCES AGREEMENT TO BE ACQUIRED

BY KKR, BAIN CAPITAL AND VORNADO FOR $26.75 PER SHARE IN

$6.6 BILLION TRANSACTION, Parties: kohlberg kravis roberts & co (kkr)  bain capital partners llc , toys r us  inc , vornado realty trust
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Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

TOYS “R” US, INC.  ANNOUNCES AGREEMENT TO BE ACQUIRED

BY KKR, BAIN CAPITAL AND VORNADO FOR $26.75 PER SHARE IN

$6.6 BILLION TRANSACTION

 

WAYNE, NEW JERSEY, March 17th, 2005 - Toys “R” Us, Inc. (NYSE: TOY) announced today that it has concluded its strategic review and reached a definitive agreement to sell the entirety of its worldwide operations, including both its global Toys “R” Us and Babies “R” Us businesses, to an investment group consisting of affiliates of Kohlberg Kravis Roberts & Co. (KKR), Bain Capital Partners LLC, and Vornado Realty Trust (NYSE: VNO).

 

Under the terms of the agreement, the investment group will acquire all of the outstanding shares of Toys “R” Us, Inc. for $26.75 per share, representing a transaction value of $6.6 billion plus the assumption of debt.  Each of the investors will own equal stakes in the company upon completion of the transaction.

 

John Eyler, Chairman and Chief Executive Officer of Toys “R” Us, said, “We are pleased to announce this transaction, which brings our strategic review to a very successful conclusion.  There was competition among bidders during the review process, and the acquisition price reflects the compelling value of the global Toys “R” Us and Babies “R” Us operations and assets.”

 

Mr. Eyler continued, “During the course of our strategic review, we redefined our business model and sharpened our competitive position.  This enabled us to strengthen the value we provide to our customers, and we were rewarded with market share gains this past holiday season.  We believe that our new financial partners will help us build on this momentum and we look forward to a successful future as a leading toy and baby products retailer.”

 

“Toys “R” Us and Babies “R” Us are premiere franchises with strong global brand recognition and a collection of high quality product offerings including toys, children’s apparel, and baby products and accessories,” stated Matt Levin, a Managing Director at Bain Capital. “We are excited by the prospect of partnering with the management team and employees to strengthen the long-term operating and financial performance of the businesses.”

 

“We are delighted to be partners with Bain and KKR, and look forward to building significant value for our investors,” said Steve Roth, Chairman and Chief Executive Officer of Vornado.

 

“We are delighted to be joining forces with Vornado, Bain Capital and the employees and management of the company to realize the full potential of the Toys “R” Us and Babies “R” Us businesses and brands in the U.S. and internationally,” said Michael M. Calbert, a Director at KKR.  “We look forward to building on the many strengths of the company to make the stores a better place to shop and work.”

 

Completion of the deal is contingent on regulatory review and approval by the shareholders of Toys “R” Us, Inc. and is expected to occur by July.

 

Credit Suisse First Boston LLC acted as the exclusive financial advisor to Toys “R” Us, Inc. in connection with the strategic review and this transaction.

 



 

Simpson Thacher & Bartlett LLP acted as legal advisor to Toys “R” Us, Inc. and Skadden, Arps, Slate, Meagher&nb


 
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