Young Innovations Closes 'Go-Shop' Period Related to Linden Capital Merger
Young Innovations, Inc. (Nasdaq: YDNT) ("Young" or the "Company") today announced the expiration of the "go-shop" period under the previously announced Agreement and Plan of Merger, dated as of December 3, 2012 (the "Merger Agreement"), which provides for the acquisition of the Company by an affiliate of Linden Capital Partners.
Under the Merger Agreement, the Company was permitted to solicit alternative acquisition proposals from third parties during the 40-day period ending at 11:59 p.m. (CST) on January 12th (the "go-shop period). The Company's exclusive financial advisor, Robert W. Baird & Co. Incorporated ("Baird"), contacted 62 potential financial buyers and 28 potential strategic buyers during the go-shop period. Ten of the potential financial buyers and three of the potential strategic buyers executed confidentiality agreements with the Company. Despite conducting an active and extensive solicitation process, the Company did not receive an alternative acquisition proposal from any potential buyer during the go-shop period.
Starting at 12:00 a.m. (CST) on January 13, 2013, the Company became subject to customary "no-shop" provisions that limit its ability to solicit alternative acquisition proposals from third parties or to provide confidential information to third parties, subject to a ''fiduciary out'' provision that allows the Company to provide information and participate in discussions with respect to certain unsolicited written takeover proposals and to terminate the merger agreement and enter into an acquisition agreement with respect to a superior proposal in compliance with the terms of the Merger Agreement.
The Company expects to close the merger as soon as practicable following receipt of shareholder approval of the proposed merger at the special meeting of shareholders to be held on January 30, 2013. Following completion of the transaction, the Company will become a privately held company and its stock will no longer trade on the Nasdaq Stock Market.
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