RC2’s board approved the agreement and recommended that RC2’s stockholders tender their shares to Tomy, which will offer to purchase all outstanding shares of RC2 common stock for $27.90 per share. 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.
“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,” says Kantaro Tomiyama, president and chief executive officer of Tomy. “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.”
“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,” says Curt Stoelting, chief executive officer of RC2. “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.”
Under the terms of the merger agreement, RC2 may solicit acquisition proposals from third parties for a period of 30 calendar days continuing through April 9. The merger agreement provides Tomy with a customary right to match a superior proposal.