Willkie Advises on $878 Million Deal to Take Private American Greetings Corporation

April 3, 2013

Willkie represents Peter J. Solomon Company, financial advisor to the Special Committee of the Board of Directors of American Greetings, in the transaction.

On April 1, card maker American Greetings Corporation announced that it has signed a definitive agreement to go private in a deal valued at $878 million. Willkie represented Peter J. Solomon Company, financial advisor to the Special Committee of the Board of Directors of American Greetings, in the transaction. The buyout will be made by a newly organized entity owned by the Weiss Family, which founded the company in 1905. The buyout group includes the company's Chairman, Morry Weiss; Director and Chief Executive Officer, Zev Weiss; and Director, President and Chief Operating Officer, Jeffrey Weiss and related persons and entities. The deal also provides for a $240 million investment by a subsidiary of Koch Industries. Under the agreement, American Greetings Class A and Class B shareholders, excluding the Weiss Family and related entities, will receive $18.20 per share in cash.

The American Greetings Board of Directors formed a Special Committee of independent directors after the Weiss Family first expressed its interest in a possible transaction in September 2012. Upon completion of its review, the Special Committee concluded unanimously that the transaction with the Weiss Family was fair and in the best interests of the company's public shareholders (other than the Weiss Family shareholders).

Headquartered in Cleveland, Ohio, American Greetings creates and manufacturers innovative social expression products. With annual revenue of approximately $1.7 billion, the company’s products can be found in retail outlets worldwide. It also has one of the largest collections of greetings on the Web.

The deal was handled by partners Steven Seidman and Laura Delanoy, and associates Howard Block and Samantha Palmer.