Winston-Salem 3/11/2011 10:06:40 PM
News / Finance

SmallCapReview - Small Cap Stocks To Watch - RCRC, NDN

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TOMY Company and RC2 Corporation (Nasdaq: RCRC) $25.51. Today announced that they have entered into a definitive agreement pursuant to which Tomy will acquire RC2 through an all-cash tender offer and second-step merger valued at approximately US$640 million.

The transaction was approved by the Board of Directors of Tomy. RC2’s Board of Directors has also approved the agreement and recommended that RC2’s stockholders tender their shares to Tomy pursuant to the offer. Tomy, through a U.S. subsidiary, will make an offer to purchase all outstanding shares of RC2 common stock for US$27.90 per share. The tender offer price represents a 30.9% premium to RC2’s average closing stock price over the three-month period ended March 9, 2011, and a 27.2% premium over the closing price of RC2’s common stock on March 9, 2011. The tender offer is scheduled to commence in 10 business days and is expected to close during the second quarter of 2011. The tender offer 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 US$27.90 per share through a second-step merger.

What They Do: RC2’s mother, infant, toddler and preschool products are primarily marketed under its Learning Curve family of brands, which includes The First Years, Lamaze and JJ Cole Collections brands, as well as popular and classic licensed properties such as Thomas & Friends, Bob the Builder, Special Agent Oso, Chuggington, Dinosaur Train, John Deere, Disney’s Winnie the Pooh, Princesses, Cars, Fairies and Toy Story, Ziploc and other well-known properties.

99 Cents Only Stores (NYSE: NDN) $16.88. Today announced that its board of directors has received a proposal from members of the Schiffer/Gold family, together with Leonard Green & Partners, L.P. ("LGP"), to acquire the Company in a "going private" transaction for $19.09 per share in cash.  The Schiffer/Gold family owns approximately 33% of the Company's outstanding common stock, and the letter states that they are prepared to contribute a substantial portion of their existing Company stock ownership as part of the proposed transaction.

What They Do: Founded in 1982, 99 Cents Only Stores currently operates 283 extreme value retail stores consisting of 210 stores in California, 34 in Texas, 27 in Arizona, and 12 in Nevada.


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